fcfs-20250514
0000840489false00008404892025-05-142025-05-14

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 14, 2025
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FIRSTCASH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware001-1096087-3920732
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1600 West 7th Street, Fort Worth, Texas 76102
(Address of principal executive offices, including zip code)

(817) 335-1100
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.01 per shareFCFSThe Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act of 1934.    ☐


Item 1.01 Entry into a Material Definitive Agreement.

On May 14, 2025, Chess Bidco Limited (“Bidco”), a newly-established indirect wholly-owned subsidiary of FirstCash Holdings, Inc. (the “Company”), released an announcement (the “Rule 2.7 Announcement”) pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers (the “Code”) disclosing that the board of directors of Bidco (the “Bidco Board”) and the board of directors of H&T Group plc (the “H&T Board”), a company incorporated in England and Wales (“H&T”), had reached agreement on the terms of a final* recommended cash offer by Bidco for the entire issued and to be issued share capital of H&T (the “Acquisition”).

Rule 2.7 Announcement

On May 14, 2025, Bidco released the Rule 2.7 Announcement, disclosing that the Bidco Board and the H&T Board had reached agreement on the terms of the Acquisition. The Acquisition will be implemented by means of a court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the United Kingdom Companies Act 2006, as amended (the “UK Companies Act”). Under the terms of the Acquisition, H&T shareholders will be entitled to receive 661 pence in cash for each H&T share held, comprising (i) 650 pence in cash from Bidco and (ii) the final dividend of 11 pence per share due to be paid on June 27, 2025, subject to approval by H&T shareholders on May 15, 2025.

The Acquisition will be subject to customary closing conditions and certain further terms, including, among others: (i) the approval of the Scheme by a majority in number of H&T shareholders also representing not less than 75% in value of the H&T shares, in each case present and voting, either in person or by proxy, at the H&T shareholders’ meeting; (ii) the sanction of the Scheme by the High Court of Justice in England and Wales; (iii) the receipt of regulatory approvals, including from the Financial Conduct Authority of the United Kingdom and the United Kingdom’s Competition and Markets Authority; and (iv) the Scheme becoming effective no later than December 31, 2025. The conditions to the Acquisition are set out in full in the Rule 2.7 Announcement. Subject to the satisfaction or waiver of all relevant conditions, it is expected that the Acquisition will be completed in the second half of 2025.

Bidco has reserved the right, subject to the prior consent of the UK Panel on Takeovers and Mergers (and to the terms of the Co-operation Agreement, as defined below), to elect to implement the Acquisition by way of a takeover offer (as such term is defined in the UK Companies Act) (a “Takeover Offer”).

The foregoing summary of the Rule 2.7 Announcement is subject to, and qualified in its entirety by, the text of the Rule 2.7
Announcement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

Co-operation Agreement

On May 14 2025, Bidco and H&T entered into a co-operation agreement (the “Co-operation Agreement”) in connection with the Acquisition. Pursuant to the Co-operation Agreement, Bidco and H&T agreed to, among other things, cooperate with each other for the purposes of obtaining the required regulatory authorizations to implement the Acquisition. The Co-Operation Agreement also sets out how outstanding options under H&T’s share option scheme will be treated in connection with the Acquisition.

The foregoing summary of the Co-operation Agreement is subject to, and qualified in its entirety by, the text of the Co-operation Agreement, which is filed as Exhibit 2.2 hereto and incorporated herein by reference.

Irrevocable Undertakings

On May 14, 2025, each member of the H&T Board that holds H&T shares delivered to Bidco an irrevocable undertaking (collectively, the “Director Undertakings”), under which each such director has agreed, among other things, to vote his or her H&T shares in favor of the Scheme and against any proposal that would impede or frustrate the Acquisition. The Director Undertakings represent an aggregate of 249,938 H&T shares, or approximately 0.57% of H&T’s outstanding shares as of May 13, 2025.


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* 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 payable by it (i) if there is an announcement on or after the date of the Rule 2.7 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 UK’s Panel on Takeovers and Mergers (which will be granted only in wholly exceptional circumstances).
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Further details about the Director Undertakings, including the circumstances in which they lapse, are set out in the Rule 2.7 Announcement.

Item 7.01. Regulation FD Disclosure

On May 14, the Company issued a press release announcing the Acquisition. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The Company also issued an investor presentation in connection with the Acquisition. A copy of the investor presentation is furnished herewith as Exhibit 99.2 and incorporated into this Item 7.01 by reference.

The information provided in this Item 7.01 (including Exhibits 99.1 and 99.2) shall not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Item 8.01. Other Information

Amendment to Revolving Credit Facility

The Company currently envisages drawing down funds under its existing U.S. revolving unsecured credit facility (as further described below) prior to the closing of the Acquisition to permit Bidco to finance the Acquisition and to pay related fees and expenses, including potential repayment of H&T’s outstanding indebtedness.

To this end, in connection with the Rule 2.7 Announcement, the Company and its wholly-owned subsidiary, FirstCash, Inc., entered into the Ninth Amendment to its Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, and a syndicate of commercial banks for its existing U.S. revolving unsecured credit facility (the “Credit Facility”) to, among other things, (i) increase the non-loan party investment basket from 20% of consolidated net worth (as defined in the Credit Facility) to 25% of consolidated net worth, permitting FirstCash, Inc. or its domestic subsidiaries to make investments in foreign subsidiaries up to the greater of $350,000,000 or 25% of consolidated net worth, (ii) increase the leverage ratio (as defined in the Credit Facility) from 3.25 to 1.00 (a) to 3.75 to 1.00 for each of the fiscal quarters ending June 30, 2025, September 30, 2025, and December 31, 2025, (b) to 3.50 to 1.00 for each of the fiscal quarters ending March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026 and (c) thereafter back to 3.25 to 1.00, and (iii) restrict the ability of the Company to conduct (A) share repurchases to 50% of the prior quarter’s consolidated net income if the leverage ratio is between 3.50 to 1 and 3.25 to 1.00, (B) share repurchases to 75% of the prior quarter’s consolidated net income if the leverage ratio is between 3.25 to 1.00 and 3.00 to 1.00 and (C) share repurchases to 0% of the prior quarter’s consolidated net income if the leverage ratio is greater than or equal to 3.50 to 1.00 for any fiscal quarter during fiscal years 2025 and 2026 (collectively, the “Credit Facility Amendments”). The Credit Facility Amendments are effective only after the Company, Borrower or any other loan party makes an investment in a non-loan party, including a foreign subsidiary, in excess of $200 million. The Acquisition would involve an investment in a non-loan party in excess of $200 million and cause the Credit Facility Amendments to become effective.

Although the Company currently envisages utilizing borrowings under the Credit Facility for the purposes of the Acquisition, there can be no guarantee that such borrowings will be available at the closing of the Acquisition. In the event that such borrowings are not available at closing for the purposes of financing the Acquisition, Bidco may be required to utilize borrowings under the Bridge Credit Agreement (described and defined below), or another financing alternative.

Bridge Credit Agreement

In connection with the Acquisition, Bidco, the Company and FirstCash, Inc. entered into a Bridge Term Loan Credit Agreement, dated as of May 14, 2025 (as amended, restated, supplemented or modified from time to time, the “Bridge Credit Agreement”), with Jefferies Finance LLC (as administrative agent), the other guarantors party thereto and the lenders party thereto, pursuant to which the lenders agreed to provide Bidco certain borrowings in an aggregate amount of up to £299 million on the terms and conditions set forth in the Bridge Credit Agreement. The Bridge Credit Agreement provides a backstop for the financing of the Acquisition and satisfies the “certain funds” requirements under the Code.

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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
2.1
2.2
99.1
99.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101)

Further Information; No Offer or Solicitation

This Form 8-K 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 shareholders are urged to read the Scheme document when it becomes available, because it will contain important information relating to the Acquisition.

Additional Information

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 U.S. 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 U.S. 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 U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S. If Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, such offer will be made in compliance with applicable U.S. laws and regulations.

The receipt of cash pursuant to the Acquisition by a U.S. 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 U.S. 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 U.S., 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 U.S. and would be in accordance with applicable law, including the U.S. 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 Form 8-K and the exhibits hereto contains forward-looking statements regarding, among other things, the Acquisition, the anticipated benefits and timing of the Acquisition, the anticipated financing of the Acquisition and the business, financial condition, outlook and prospects of the Company and H&T. Forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, can be identified by the use of forward-looking terminology such as “outlook,” “believes,” “projects,” “expects,” “may,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” “would,” “anticipates,”
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“potential,” “confident,” “optimistic,” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy, objectives, estimates, guidance, expectations, outlook and future plans. Forward-looking statements can also be identified by the fact these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties.

While the Company believes the expectations reflected in forward-looking statements are reasonable, there can be no assurances such expectations will prove to be accurate. Security holders are cautioned that such forward-looking statements involve risks and uncertainties. Certain factors may cause results to differ materially from those anticipated by the forward-looking statements made in this release. With respect to the Acquisition, these factors, risks and uncertainties include, without limitation, the risk that the Acquisition may not be consummated, including as a result of a failure by Company or H&T to obtain the necessary shareholder (in the case of H&T) or regulatory approvals required for the Acquisition, or that required regulatory approvals may delay the Acquisition or result in the imposition of conditions that could reduce the anticipated benefits from the Acquisition, or the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition; the risk that Company will incur additional indebtedness to finance the Acquisition, which may not be on favorable terms to the Company; the length of time necessary to consummate the Acquisition, which may be longer than anticipated for various reasons; the risk that H&T will not be combined and integrated successfully; the risk that the cost savings, synergies and growth from the Acquisition may not be fully realized or may take longer to realize than expected; the diversion of management time on acquisition-related issues; the risk that costs associated with the integration of H&T is higher than anticipated; inherent risks resulting from Company’s entry into a new geographical market, including exposure to local economic and political conditions, exchange rate fluctuations and the extensive regulatory regime in the UK; risk related to the ability to hire and retain key H&T personnel; and the effects of tax assessments or tax positions taken, risks related to goodwill and other intangible asset impairment, tax adjustments, anticipated tax rates, or other regulatory compliance costs.

Additional risks and uncertainties with respect to the Company are discussed and described in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”), including the risks described in Part 1, Item 1A, “Risk Factors” thereof, and other reports the Company files with the SEC. Many of these risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict, in many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. The forward-looking statements contained in this release speak only as of the date of this release, and the Company expressly disclaims any obligation or undertaking to report any updates or revisions to any such statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available, subject to certain restrictions, on the Company’s website at https://investors.firstcash.com/ 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.

Right to request hard copies

In accordance with Rule 30.3 of the Code, a person so entitled 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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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 14, 2025FIRSTCASH HOLDINGS, INC.
(Registrant)
/s/ R. DOUGLAS ORR
R. Douglas Orr
Executive Vice President and Chief Financial Officer
(As Principal Financial Officer and Principal Accounting Officer)

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EXHIBIT 2.1
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
14 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
Summary
•The boards of directors of Chess Bidco Limited (“Bidco”) and H&T Group plc (“H&T”) are pleased to announce that they have 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.
•Under the terms of the Acquisition, each H&T Shareholder will be entitled to receive:
for each H&T Share held: 661 pence in cash (the “Offer Value”)
comprising:
•650 pence in cash from Bidco (the “Cash Consideration”); and
•the final dividend of 11 pence per H&T Share due to be paid on 27 June 2025, subject to approval by H&T Shareholders on 15 May 2025 (the “Permitted Dividend”).
•The Offer Value represents a premium of approximately:
•44% to the closing price of 458 pence per H&T Share as at the close of business on the Latest Practicable Date;
•71% to the volume-weighted average closing price of 385 pence per H&T Share for the 3-month period ended at the close of business on the Latest Practicable Date; and
•78% to the volume-weighted average closing price of 372 pence per H&T Share for the 6-month period ended at the close of business on the Latest Practicable Date.
*    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).
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•The terms of the Acquisition value the entire issued and to be issued share capital of H&T at approximately £297 million on a fully diluted basis and imply an enterprise value of H&T on a pre-IFRS 16 basis of approximately £351 million.
•If, on or after the date of this announcement and prior to the Effective Date, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of H&T Shares (other than the Permitted Dividend), or if the Permitted Dividend exceeds 11 pence per H&T Share, Bidco will reduce the consideration payable under the terms of the Acquisition by an amount per H&T Share up to the amount of such dividend and/or distribution and/or return of capital or value (or, in the case of the Permitted Dividend, by the amount in excess of 11 pence per H&T Share). In such circumstances, H&T Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made or paid.
•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.
Background to and reasons for the Acquisition
•FirstCash has a long-standing strategy with existing pawn operations and a track record of successfully expanding its operations further in strategic US and Latin American markets, having opened or acquired 1,365 pawn stores since 2017.
•H&T represents a compelling opportunity for FirstCash to expand its operations into the UK. The acquisition of H&T builds on FirstCash’s strong strategic momentum and is expected to expand FirstCash’s geographic reach, unlock further growth opportunities, enhance scale and operational leverage and add experienced UK-based leadership, as well as being financially compelling.
•The combination of FirstCash and H&T will create the largest publicly traded pawn platform in the US, Latin America and the UK.
Recommendation
•The H&T Directors believe that the Offer Value represents an attractive opportunity for H&T Shareholders to realise an immediate cash return at a significant premium to the recent trading price for their H&T Shares.
•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 its financial 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 purposes of Rule 3 of the Code.
•Accordingly, the H&T Directors intend to recommend unanimously that H&T Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer), as those H&T Directors who are interested in H&T Shares have irrevocably undertaken to do in respect of their aggregate beneficial holdings of 249,938 H&T Shares (representing approximately 0.57% of H&T’s issued share capital as at the close of business on the Latest Practicable Date).
Background to and reasons for the recommendation
•H&T is the UK’s largest pawnbroker and a leading retailer of high quality new and pre-owned jewellery and watches. With 285 stores across the UK, H&T provides a range of transparent and accessible financial products tailored for a customer base which has limited access to, or is
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excluded from, the traditional banking sector. H&T’s stores are located in towns and cities across England, Scotland and Wales, embodying their commitment to accessibility and community.
•The board of H&T received an unsolicited non-binding proposal from FirstCash to acquire H&T in December 2024. This was rejected by the H&T board. Over the next month H&T received three further proposals, each of which was rejected. However, following the fourth proposal, the H&T board and its advisers engaged with FirstCash and its advisers, to provide information on H&T and access to management. The Offer Value follows extensive discussions and negotiations between H&T, H&T’s advisers and FirstCash, which resulted in a number of further proposals and a meaningful increase in value to the Offer Value.
•The H&T Directors believe that the Offer Value represents an attractive opportunity for shareholders to realise the full value of their investment in cash and at a level that fairly reflects H&T’s prospects, taking into account its market position, long-term strategy, and the broader macroeconomic environment.
•Whilst the H&T Directors remain confident in the long-term prospects of the business on a standalone basis, they also recognise the risks associated with H&T executing on its strategy and delivering such value to H&T Shareholders as an independent quoted company. Accordingly, the H&T board has assessed FirstCash’s offer in this context.
•The board of H&T believes that the Acquisition provides an attractive offer for H&T Shareholders to realise immediate cash value for their investment, at a significant premium of approximately:
•44% to the closing price of 458 pence per H&T Share as at the close of business on the Latest Practicable Date;
•71% to the volume-weighted average closing price of 385 pence per H&T Share for the 3-month period ended at the close of business on the Latest Practicable Date; and
•78% to the volume-weighted average closing price of 372 pence per H&T Share for the 6-month period ended at the close of business on the Latest Practicable Date.
•Notwithstanding the progress made in executing on H&T’s strategy and the track record H&T has built as a public company, there remain operational, commercial, funding, and market risks associated with the achievement, timing and delivery of future value to H&T Shareholders.
•The board of H&T notes that should there be a significant adverse movement in the gold price from the recent historic highs, this could impact the business. The uncertain macroeconomic and fiscal outlook for the UK is expected to benefit the H&T Group’s pawnbroking activities, but there is a risk of adverse impact on retail and travel money revenue streams. Furthermore, there is the risk of additional cost pressures arising from future employment legislation or tax changes, as experienced last year. Consequently, the H&T Directors are of the view that there remain a number of challenges to achieving the business plan in a reasonable timeframe and that the Acquisition accelerates and de-risks the delivery of value to H&T Shareholders.
•The support and backing of a large, well-resourced and well-capitalised, international platform significantly improves the strategic positioning of H&T in its marketplace. The H&T Directors believe that ownership by FirstCash would further support H&T in investing for growth and accelerating the deployment of its strategy, which would benefit employees and customers. In addition, many of H&T’s employees would benefit from being part of an international organisation that has the potential to offer expanded career development opportunities.
•The Acquisition provides H&T Shareholders with the opportunity to realise the value of their holdings in cash at a significant premium to the prevailing share price, at a higher level than the H&T Shares have ever traded on AIM.
•The H&T Directors have carefully considered the proposal from FirstCash and the terms of the Cash Consideration, and whilst the H&T Directors believe that H&T is well-positioned to make
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continued progress as a standalone company quoted on AIM, they have concluded that the terms of the Acquisition fairly recognise the value of the future prospects of H&T’s business and provide H&T Shareholders with an attractive opportunity to realise the value of their holdings in H&T in cash at a material premium.
•Furthermore, the H&T Directors have also considered FirstCash’s stated intentions for the business, its employees and other stakeholders, including regulators and customers, as set out in paragraph 9 of this announcement. The H&T Directors believe the Acquisition provides a stable and supportive ownership structure for the next phase of H&T’s development, providing both access to capital for H&T’s development and continuity for H&T’s customers, employees and other stakeholders.
•Accordingly, having considered all of the above factors, the board of H&T intends to recommend unanimously the Acquisition to H&T Shareholders.
Timetable and conditions
•The Scheme and Acquisition will be subject to the terms and conditions set out in this announcement and to be set out in full in the Scheme Document, including amongst other things the satisfaction or (where applicable) waiver of the Conditions and certain further terms referred to in Appendix A to this announcement. These include, in particular:
•the approval of the Scheme by a majority in number of, representing not less than 75% in value of the H&T Shares voted by, Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting;
•the approval of the Resolutions by the requisite majority of H&T Shareholders at the General Meeting;
•the satisfaction of the FCA Change in Control Condition;
•the satisfaction of the CMA Condition; and
•the sanction of the Scheme by the Court.
•It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be sent to H&T Shareholders and (for information only) participants in the H&T Share Scheme within 28 days of this announcement (or such later time as H&T, Bidco and the Panel agree).
•The Acquisition is expected to become Effective in the second half of 2025, subject to the satisfaction or (where applicable) waiver of all relevant conditions, including the Conditions. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.
•Commenting on the Acquisition, Rick L. Wessel (CEO of FirstCash) said:
“We are excited to add H&T, the leading pawn operator in the United Kingdom, as part of FirstCash’s global platform. This strategic transaction provides an entry into a significant new market, which we believe will unlock additional growth opportunities for FirstCash. We have great confidence in H&T’s continued success, given their proven track record, coupled with their experienced management and operations team. FirstCash looks forward to working together to drive long-term value for all of our customers, employees, and shareholders.”
•Commenting on the Acquisition, Simon Walker (Non-Executive Chairman of H&T) said
“I am proud of the progress H&T has made in recent years, during which time the business has been transformed against a backdrop of significant macroeconomic challenges, including the COVID-19 pandemic, inflationary pressures, rising interest rates and a broader cost of living
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crisis. Throughout this period, the board of H&T and the wider management team have remained focused on strengthening the company’s foundations and positioning it for long-term success.
The board of H&T is focused on delivering maximum value for H&T Shareholders, and whilst we remain confident in H&T’s prospects as a standalone quoted company, we also recognise that the Offer Value allows H&T Shareholders to realise their investment at an attractive price in cash. At the same time, I am confident that H&T will continue to flourish under the ownership of FirstCash.
Following careful consideration, the H&T Directors have unanimously concluded that they intend to recommend this offer, considering it to be in the interests of all our shareholders and wider stakeholders.”
•Commenting on the Acquisition, Chris Gillespie (CEO of H&T) said:
“The Acquisition has a compelling strategic rationale, bringing together two businesses with complementary offerings focussed on the values and benefits of their customers. I am extremely proud of H&T, we have built a fantastic team and highly attractive business, and FirstCash’s offer is a clear acknowledgment of this. It's clear to us that FirstCash has full appreciation of our capabilities, the dedication of our employees, commitment to the customer and with their backing and support, I am confident H&T will have an extremely bright future.”
This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including its Appendices). The Acquisition will be subject to the Conditions and certain further terms herein and set out in Appendix A to this announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix B to this announcement contains the sources and bases of certain information contained in this summary and the following announcement. Appendix C to this announcement contains details of the irrevocable undertakings received by Bidco. Appendix D contains the definitions of certain terms used in this summary and the following announcement.
The person responsible for arranging the release of this announcement on behalf of H&T is Fiona Woolfe, Company Secretary. H&T’s Legal Entity Identifier is 2138006N2X1XSBSDSU74.
Enquiries
FirstCash and Bidco
Rick L. Wessel (CEO & Vice-Chairman of the Board) / T. Brent Stuart (President & COO) / R. Douglas Orr (Executive Vice President & CFO)
+1 (0)817 886 6998
Jefferies (Sole Financial Adviser to FirstCash and Bidco)
Andrea Lee / Paul Bundred / Carolyn Connor / James Umbers
+44 (0)20 7029 8000
H&T
Chris Gillespie (CEO) / Diane Giddy (CFO)
+44 (0)20 8225 2700
Canaccord Genuity (Lead Financial Adviser, Joint Corporate Broker and Joint Rule 3 Adviser to H&T)
Stuart Andrews / George Grainger (Corporate Broking)
Sunil Duggal / Bill Gardiner (Investment Banking)
+44 (0)20 7523 8000
Shore Capital (Joint Financial Adviser, Nominated Adviser, Joint Corporate Broker and Joint Rule 3 Adviser to H&T)
Guy Wiehahn (Corporate Broking)
Stephane Auton / Sophie Collins (Corporate Advisory)
+44 (0)20 7408 4090
Alma Strategic Communications (PR Adviser to H&T)
Sam Modlin / Andy Bryant / Rebecca Sanders-Hewett / Will Merison
+44 (0)20 3405 0205
[email protected]
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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.
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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.
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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.
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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.
No profit forecasts, estimates or quantified financial benefits statements
No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for FirstCash, Bidco or H&T, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for FirstCash, Bidco or H&T, as appropriate.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.
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General
Bidco reserves the right to elect, with the consent of the Panel and subject to the terms of the Cooperation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. If the Acquisition is effected by way of a Takeover Offer, and such offer becomes or is declared unconditional and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining H&T Shares in respect of which the Takeover Offer has not been accepted.
Investors should be aware that Bidco may purchase H&T Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, H&T confirms that it has in issue 43,987,934 ordinary shares of 5 pence each. The ISIN for the shares is GB00B12RQD06. H&T holds no shares in treasury.
Publication on website and hard copies
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/ and on H&T’s website at 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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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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
14 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
1Introduction
The boards of directors of Chess Bidco Limited (“Bidco”) and H&T Group plc (“H&T”) are pleased to announce that they have 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, although Bidco reserves the right to elect, with the consent of the Panel and subject to the terms of the Cooperation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme.
2The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix A to this announcement and to the full terms and conditions which will be set out in the Scheme Document, each H&T Shareholder at the Scheme Record Time will be entitled to receive:
for each H&T Share held: 661 pence in cash (the “Offer Value”)
comprising:
•650 pence in cash from Bidco (the “Cash Consideration”); and
•the final dividend of 11 pence per H&T Share due to be paid on 27 June 2025, subject to approval by H&T Shareholders on 15 May 2025 (the “Permitted Dividend”).
The Offer Value represents a premium of approximately:
•44% to the closing price of 458 pence per H&T Share as at the close of business on the Latest Practicable Date;
•71% to the volume-weighted average closing price of 385 pence per H&T Share for the 3-month period ended at the close of business on the Latest Practicable Date; and
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•78% to the volume-weighted average closing price of 372 pence per H&T Share for the 6-month period ended at the close of business on the Latest Practicable Date.
* 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).
The terms of the Acquisition value the entire issued and to be issued share capital of H&T at approximately £297 million on a fully diluted basis and imply an enterprise value of H&T on a pre-IFRS 16 basis of approximately £351 million.
If, on or after the date of this announcement and prior to the Effective Date, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of H&T Shares (other than the Permitted Dividend), or if the Permitted Dividend exceeds 11 pence per H&T Share, Bidco will reduce the consideration payable under the terms of the Acquisition by an amount per H&T Share up to the amount of such dividend and/or distribution and/or return of capital or value (or, in the case of the Permitted Dividend, by the amount in excess of 11 pence per H&T Share). In such circumstances, H&T Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made or paid.
3Background to and reasons for the Acquisition
FirstCash has a long-standing strategy with existing pawn operations and a track record of successfully expanding its operations further in strategic US and Latin American markets, having opened or acquired 1,365 pawn stores since 2017. H&T represents a compelling opportunity for FirstCash to expand its operations into the UK and the combination of FirstCash and H&T will create the largest publicly traded pawn platform in the US, Latin America and the UK.
The acquisition of H&T builds on FirstCash’s strong strategic momentum and is expected to result in the following benefits:
•Establishes FirstCash as the leading operator of pawn stores in the UK: H&T represents a highly complementary strategic fit as the UK’s largest pawnbroker, operating with a network of 285 stores;
•Expands FirstCash’s geographic reach: Entry into the UK pawn market represents another major step in FirstCash’s international growth strategy, adding further geographic diversification to FirstCash’s existing US and Latin American pawn operations;
•Unlocks further growth opportunities: H&T’s well-recognised brand provides FirstCash with a platform for increased penetration across key regions of the UK and opens the door for potential expansion into other European markets;
•Enhances scale and operating leverage: The addition of 285 stores increases FirstCash’s scale, operational footprint and ability to leverage efficiencies across its global platform;
•Adds experienced UK-based leadership: H&T’s seasoned management team brings deep local expertise and a proven track record of performance, positioning FirstCash to drive strong execution and continued momentum in the UK market; and
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•Financially compelling: The Acquisition is expected to be meaningfully accretive to both EBITDA and earning per share, strengthening FirstCash’s financial profile and long-term shareholder value.
4Recommendation
The H&T Directors believe that the Offer Value represents an attractive opportunity for H&T Shareholders to realise an immediate cash return at a significant premium to the recent trading price for their H&T Shares.
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 its financial 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 purposes of Rule 3 of the Code.
Accordingly, the H&T Directors intend to recommend unanimously that H&T Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer), as those H&T Directors who are interested in H&T Shares have irrevocably undertaken to do in respect of their aggregate beneficial holdings of 249,938 H&T Shares (representing approximately 0.57% of H&T’s issued share capital as at the close of business on the Latest Practicable Date).
5Background to and reasons for the recommendation
Background
H&T is the UK’s largest pawnbroker and a leading retailer of high quality new and pre-owned jewellery and watches. With 285 stores across the UK, H&T provides a range of transparent and accessible financial products tailored for a customer base which has limited access to, or is excluded from, the traditional banking sector. H&T’s stores are located in towns and cities across England, Scotland and Wales, embodying their commitment to accessibility and community.
H&T’s goal is to offer an accessible and convenient source of funds, whilst fostering lasting relationships with their customers in-store. The business is committed to delivering exceptional customer service and investing significantly in training employees on their products and services throughout their journey with H&T.
In 2006, H&T’s shares were successfully admitted to trading on AIM as a means to enhance the H&T’s profile, assist with business growth, and provide access to capital to support its longer-term strategic objectives. Since then, H&T’s store estate has grown to 285 stores as at 31 December 2024, with the pledge book net carrying value increasing from £24 million (UK GAAP) to £158 million (IFRS) over the same period, supporting a consistent track record of sustainable revenue and earnings growth.
The board of H&T received an unsolicited non-binding proposal from FirstCash to acquire H&T in December 2024. This was rejected by the H&T board. Over the next month H&T received three further proposals, each of which was rejected. However, following the fourth proposal, the H&T board and its advisers engaged with FirstCash and its advisers, to provide information on H&T and access to management. The Offer Value follows extensive discussions and negotiations between H&T, H&T’s advisers and FirstCash, which resulted in a number of further proposals and a meaningful increase in value to the Offer Value.
The H&T Directors believe that the Offer Value represents an attractive opportunity for shareholders to realise the full value of their investment in cash and at a level that fairly
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reflects H&T’s prospects, taking into account its market position, long-term strategy, and the broader macroeconomic environment.
Reasons for the recommendation
Whilst the H&T Directors remain confident in the long-term prospects of the business on a standalone basis, they also recognise the risks associated with H&T executing on its strategy and delivering such value to H&T Shareholders as an independent quoted company. Accordingly, the H&T board has assessed FirstCash’s offer in this context.
The board of H&T believes that the Acquisition provides an attractive offer for H&T Shareholders to realise immediate cash value for their investment, at a significant premium of approximately:
•44% to the closing price of 458 pence per H&T Share as at the close of business on the Latest Practicable Date;
•71% to the volume-weighted average closing price of 385 pence per H&T Share for the 3-month period ended at the close of business on the Latest Practicable Date; and
•78% to the volume-weighted average closing price of 372 pence per H&T Share for the 6-month period ended at the close of business on the Latest Practicable Date.
Notwithstanding the progress made in executing on H&T’s strategy and the track record H&T has built as a public company, there remain operational, commercial, funding, and market risks associated with the achievement, timing and delivery of future value to H&T Shareholders.
The board of H&T notes that should there be a significant adverse movement in the gold price from the recent historic highs, this could impact the business. The uncertain macroeconomic and fiscal outlook for the UK is expected to benefit the H&T Group’s pawnbroking activities, but there is a risk of adverse impact on retail and travel money revenue streams. Furthermore, there is the risk of additional cost pressures arising from future employment legislation or tax changes, as experienced last year. Consequently, the H&T Directors are of the view that there remain a number of challenges to achieving the business plan in a reasonable timeframe and that the Acquisition accelerates and de-risks the delivery of value to H&T Shareholders.
The support and backing of a large, well-resourced and well-capitalised, international platform significantly improves the strategic positioning of H&T in its marketplace. The H&T Directors believe that ownership by FirstCash would further support H&T in investing for growth and accelerating the deployment of its strategy, which would benefit employees and customers. In addition, many of H&T’s employees would benefit from being part of an international organisation that has the potential to offer expanded career development opportunities.
The Acquisition provides H&T Shareholders with the opportunity to realise the value of their holdings in cash at a significant premium to the prevailing share price, at a higher level than the H&T Shares have ever traded at on AIM.
The H&T Directors have carefully considered the proposal from FirstCash and the terms of the Cash Consideration, and whilst the H&T Directors believe that H&T is well-positioned to make continued progress as a standalone company quoted on AIM, they have concluded that the terms of the Acquisition fairly recognise the value of the future prospects of H&T’s business and provide H&T Shareholders with an attractive opportunity to realise the value of their holdings in H&T in cash at a material premium.
Furthermore, the H&T Directors have also considered FirstCash’s stated intentions for the business, its employees and other stakeholders, including regulators and customers, as set
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out in paragraph 9 of this announcement. The H&T Directors believe the Acquisition provides a stable and supportive ownership structure for the next phase of H&T’s development, providing both access to capital for H&T’s development and continuity for H&T’s customers, employees and other stakeholders.
Accordingly, having considered all of the above factors, the board of H&T intends to recommend unanimously the Acquisition to H&T Shareholders.
6Irrevocable undertakings
H&T Directors
Bidco has received irrevocable undertakings from those H&T Directors who are interested in H&T Shares to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer) in respect of their aggregate beneficial holdings of 249,938 H&T Shares, representing approximately 0.57% of H&T’s issued share capital as at the close of business on the Latest Practicable Date.
Further details of these irrevocable undertakings (including the circumstances in which they may lapse) are set out in Appendix C to this announcement.
7Information relating to FirstCash and Bidco
FirstCash
FirstCash is a leading international operator of pawn stores and provider of technology-driven point-of-sale payment solutions, focused on serving cash and credit-constrained consumers.
FirstCash’s more than 3,000 pawn stores in 29 US states and the District of Columbia and in Latin America (which includes all the states in Mexico and the countries of Guatemala, Colombia and El Salvador) make small non-recourse pawn loans secured by pledged personal property and also sell a wide variety of jewellery, electronics, tools, appliances, sporting goods, musical instruments and other merchandise.
Through its wholly-owned subsidiary, American First Finance, FirstCash also provides lease-to-own and retail finance payment solutions for consumer goods and services through a nationwide network of approximately 14,500 active retail merchant partner locations located in all 50 US states, the District of Columbia and Puerto Rico.
FirstCash employs approximately 20,000 people between the US and Latin America. FirstCash is a Delaware corporation and its shares are publicly traded on the Nasdaq Stock Market and it is a component company in both the Standard & Poor’s MidCap 400 Index and the Russell 2000 Index.
Bidco
Bidco is a company incorporated under the laws of England and Wales. Bidco is an indirect wholly-owned subsidiary of FirstCash and was formed for the purpose of implementing the Acquisition. Bidco has not traded or entered into any obligations other than in connection with the Acquisition.
8Information relating to H&T
Established in 1897, H&T is the UK’s largest pawnbroker and the UK’s sixth largest jewellery retailer. H&T provides a range of transparent and accessible financial products
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tailored for a customer base which has limited access to, or is excluded from, the traditional banking sector. These products include pawnbroking, retail and foreign currency.
H&T’s 285 stores are located in towns and cities across England, Scotland and Wales and provide customers with small-sum short-term non-recourse pawnbroking loans secured by pledged personal property, which consists primarily of gold, jewellery items and watches. H&T also buys and sells new and pre-owned gold, jewellery items and watches, along with providing foreign currency exchange, international money transfer, third-party cheque encashment and watch repair services to its customers.
H&T’s goal is to offer an accessible and convenient source of funds, whilst fostering lasting relationships with their customers in-store. The business is committed to delivering exceptional customer service and investing significantly in training employees on their products and services.
H&T employs approximately 1,691 people across England, Scotland and Wales. H&T was admitted to trading on AIM in June 2006 and is regulated by the FCA for its pawnbroking activities.
Trading performance has been in line with management expectations during the period from 18 March 2025, the date of H&T’s announcement of its preliminary results for the twelve months ended 31 December 2024. The capital value of the H&T Group’s pledge book (excluding accrued interest and provisions) as at 12 May 2025 was £128 million (31 December 2024: £127 million).
9FirstCash’s and Bidco’s intentions in relation to H&T
FirstCash’s and Bidco’s strategic plans for H&T
FirstCash and Bidco believe that the acquisition of H&T represents a highly complementary strategic fit and will accelerate FirstCash’s international growth strategy by diversifying its earnings beyond the United States and Latin America, and entering a new market in the UK.
The Acquisition represents FirstCash’s entry into the UK pawnbroking market. Consequently, there will be limited integration of H&T in terms of stores, branding, commitment to customer service, and the ongoing provision of a range of transparent and accessible financial products tailored to a customer base which has limited access to, or is excluded from, the traditional banking sector.
The complementary nature of the combination of FirstCash’s and H&T’s businesses will in time lead to integration of certain back and middle office systems. FirstCash intends to conduct an internal review as soon as practicable following completion of the Acquisition, to determine the optimal end state, leveraging a best-in-breed approach. No definitive decisions have been made as to which systems will be retained.
Employees and executive team
FirstCash and Bidco recognise the importance of H&T’s employees, their role in providing outstanding customer service and how critical they are to the success of combining the two businesses. Furthermore, H&T’s employees would benefit from being part of a global organisation that offers diverse and rich cultures, expanded career development opportunities and a common philosophy aligned on delivering excellence and innovation in the world-class services FirstCash provides to its customers.
The synergy analysis carried out by FirstCash to date has confirmed the potential to generate certain expected cost synergies. FirstCash and Bidco expect to work with H&T prior to completion of the Acquisition to undertake a detailed review of areas of integration. Based on their review to date, FirstCash and Bidco expect that, in order to achieve the expected benefits, there will be a reduction in certain roles related to H&T ceasing to be a
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publicly quoted company and as a result of overlapping central functions. This would not, however, result in a material reduction of H&T’s employee base.
Any workforce changes would be subject to comprehensive planning and any required information and consultation with any affected employees and/or their representatives in accordance with applicable law.
It is intended that, with effect from the Effective Date, the non-executive directors of H&T shall resign from their office.
Existing employment rights and pensions
FirstCash and Bidco confirm that, following the Effective Date, the existing contractual and statutory employment rights, including in relation to pensions, of all H&T employees will be fully safeguarded in accordance with applicable law. FirstCash and Bidco do not intend to make any material change to the conditions of employment or to the balance of skills and functions of the management and employees of H&T. H&T does not operate or contribute to any defined benefit pension schemes.
Management incentive arrangements
FirstCash and Bidco have not entered into, and have not had any discussions on proposals to enter into, any form of incentive arrangements with members of H&T’s management. FirstCash intends to put in place appropriate long-term incentive arrangements for H&T’s executive team following the completion of the Acquisition.
Headquarters and headquarter functions, locations, fixed assets and distribution centres and research and development
FirstCash does not intend to make any material changes to H&T’s fixed assets or asset base. Following completion of the Acquisition, FirstCash and Bidco may identify areas of the estate where investment can be increased or prioritised from an investment perspective. FirstCash and Bidco do not intend to make any changes to H&T’s headquarters or headquarter functions or places of business. H&T does not have any material research and development functions and accordingly FirstCash has no plans in this regard.
Trading Facilities
H&T is currently admitted to trading on AIM. As set out in paragraph 15, before the Effective Date an application will be made to the London Stock Exchange for the cancellation of the admission to trading of H&T Shares on AIM to take effect on the Business Day following the Effective Date. Trading in H&T Shares is expected to end at the close of business on the Business Day before the Effective Date. It is also intended that, following the Effective Date, H&T will be re-registered as a private limited company under the relevant provisions of the Companies Act.
Regulations and compliance
FirstCash and Bidco recognise the importance of maintaining the highest standards of conduct and integrity in the provision of financial services in the United Kingdom. They also recognise the importance of the regulatory and commercial environment in which the H&T Group operates, particularly with respect to the FCA’s Consumer Duty regulations, where the H&T Group has invested significantly.
Following completion of the Acquisition, FirstCash and Bidco intend to uphold and, where appropriate, enhance the H&T Group’s existing focus on delivering good outcomes for customers in line with the FCA’s Consumer Duty regulations. Furthermore, FirstCash and Bidco confirm their intention that, following completion of the Acquisition, the H&T Group will continue to operate within the applicable regulatory and corporate governance frameworks
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of the United Kingdom. This includes continued adherence to the rules and guidance of the FCA and other relevant regulatory bodies, and the maintenance of an open and proactive relationship with each regulatory body.
FirstCash and Bidco are also committed to ensuring that the H&T Group continues to operate in a manner consistent with the principles of fair treatment, transparency, and high standards of customer care. As part of this, FirstCash and Bidco intend to support the H&T Group in maintaining robust systems and controls designed to ensure that customers’ needs are identified, understood, and addressed across the full product and service lifecycle. FirstCash and Bidco also recognise the importance of broader stakeholder interests, including employees, suppliers, regulators, and the communities in which the H&T Group operates. In this context, FirstCash and Bidco intend to engage constructively with these stakeholders where needed and to support the H&T Group in continuing to uphold its responsibilities as a responsible and sustainable business.
Rule 19.5 of the Code
No statement in this paragraph 9 constitutes a post-offer undertaking for the purposes of Rule 19.5 of the Code.
10Financing
Amended FirstCash Credit Facility
FirstCash currently envisages drawing down funds under its existing US revolving unsecured credit facility prior to the Effective Date to permit Bidco to finance the Acquisition and to pay related fees and expenses, including potential repayment of H&T’s outstanding indebtedness.
To this end, in connection with the Rule 2.7 Announcement, FirstCash and its wholly-owned subsidiary, FirstCash, Inc., entered into an amendment to its existing US revolving unsecured credit facility (the “Amended FirstCash Credit Facility”), pursuant to which, among other things, the Acquisition would be permitted under the terms of that facility by virtue of an increase in the non-loan party investment basket to allow the borrower under the Amended FirstCash Credit Facility to make investments in non-US subsidiaries up to the greater of $350,000,000 or 25% of consolidated net worth.
Although FirstCash currently envisages utilising borrowings under the Amended FirstCash Credit Facility for the purposes of the Acquisition, there can be no guarantee that such borrowings will be available at the Effective Date. In the event that such borrowings are not available at the Effective Date for the purposes of financing the Acquisition, Bidco may be required to utilise borrowings under the Bridge Credit Agreement (described and defined below), or another financing alternative.
Bridge Credit Agreement
In connection with the Acquisition, Bidco, FirstCash and FirstCash, Inc. entered into a bridge term loan credit agreement dated 14 May 2025 (the “Bridge Credit Agreement”) with Jefferies Finance LLC (as administrative agent), the other guarantors party thereto and the lenders party thereto, pursuant to which the lenders agreed to provide Bidco certain borrowings in an aggregate amount of up to £299 million on the terms and conditions set out in the Bridge Credit Agreement. The Bridge Credit Agreement provides a backstop for the financing of the Acquisition and satisfies the “certain funds” requirements under the Code.
Further information on the financing of the Acquisition will be set out in the Scheme Document.
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Cash confirmation statement
Jefferies, in its capacity as financial adviser to Bidco, confirms that it is satisfied that sufficient resources are available to Bidco to satisfy in full the Cash Consideration payable by Bidco to H&T Shareholders under the terms of the Acquisition.
11Dividends
As part of the Offer Value, each H&T Shareholder will be entitled to receive the payment of the final dividend of 11 pence per H&T Share due to be paid on 27 June 2025, subject to approval by H&T Shareholders on 15 May 2025 at the H&T Annual General Meeting.
If, on or after the date of this announcement and prior to the Effective Date, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of H&T Shares (other than the Permitted Dividend), or if the Permitted Dividend exceeds 11 pence per H&T Share, Bidco will reduce the consideration payable under the terms of the Acquisition by an amount per H&T Share up to the amount of such dividend and/or distribution and/or return of capital or value (or, in the case of the Permitted Dividend, by the amount in excess of 11 pence per H&T Share). In such circumstances, H&T Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made or paid. Where the consideration payable is so reduced, any reference in this announcement or in the Scheme Document to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced.
To the extent that any such dividend and/or distribution and/or other return of capital or value is announced, declared, made or paid or is payable and it is: (i) transferred pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend or distribution and to retain it; or (ii) cancelled, the consideration payable under the terms of the Acquisition will not be subject to change in accordance with this paragraph.
Any reduction by Bidco of the consideration payable under the terms of the Acquisition in the manner referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.
12H&T Share Scheme
Participants in the H&T Share Scheme will be contacted regarding the effect of the Acquisition on their rights and appropriate proposals will be made to such participants in due course. It is expected that details of these proposals will be set out in the Scheme Document.
13Offer-related arrangements
Confidentiality Agreement
FirstCash and H&T have entered into a confidentiality agreement dated 27 March 2025, pursuant to which FirstCash has undertaken, amongst other things, to: (i) keep confidential information relating to the Acquisition and H&T and not to disclose it to third parties (other than certain permitted parties) unless required by law or regulation; and (ii) use the confidential information only in connection with the appraisal or evaluation of H&T or considering, advising on, financing, negotiating or implementing the potential Acquisition.
The Confidentiality Agreement contains customary provisions relating to restrictions on share dealings and non-solicitation provisions.
The Confidentiality Agreement will continue in force until the earlier of (i) completion of the Acquisition and (ii) the later of two years after the date of the Confidentiality Agreement or
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when all confidential information provided under it has entered into the public domain other than as the direct or indirect result of a breach of the Confidentiality Agreement by FirstCash or members of its group.
Cooperation Agreement
Bidco and H&T have entered into a cooperation agreement dated 14 May 2025, pursuant to which, among other things, Bidco and H&T have each agreed to certain undertakings to co-operate and provide each other with reasonable information, assistance and access in relation to any filings, submissions and notifications to be made in relation to regulatory clearances and authorisations.
The Cooperation Agreement records the parties’ intentions to implement the Acquisition by way of Scheme, subject to the ability of Bidco to implement the Acquisition by way of a Takeover Offer in certain circumstances set out in the Cooperation Agreement and with the consent of the Panel.
The Cooperation Agreement will be capable of termination by either party in certain circumstances, including if the Acquisition does not become Effective by the Long-Stop Date, a competing transaction completes, becomes effective or is declared or becomes unconditional, the recommendation of the H&T Directors changes, or if the Acquisition is, with the permission of the Panel, withdrawn, terminated, or lapses in accordance with its terms prior to the Long-Stop Date.
Pursuant to the terms of the Cooperation Agreement, Bidco has undertaken that it will deliver a notice in writing to H&T no later than 11.59 p.m. on the Business Day prior to the Court Sanction Hearing confirming either: (i) the satisfaction or waiver of all Conditions (other than Condition 2.3); or (ii) if permitted by the Panel, that it intends to invoke a Condition.
The Cooperation Agreement also contains provisions that will apply in respect of the H&T Share Scheme and certain other employee incentive arrangements.
14Structure of and conditions to the Acquisition
It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between H&T and the Scheme Shareholders under Part 26 of the Companies Act. The procedure involves, among other things, an application by H&T to the Court to sanction the Scheme.
The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued share capital of H&T.
This is to be achieved by the transfer of H&T Shares to Bidco, in consideration for which H&T Shareholders will receive the Cash Consideration on the basis set out in paragraph 2 of this announcement. The transfer to Bidco of the H&T Shares pursuant to the Scheme is intended to result in H&T becoming a wholly-owned subsidiary of Bidco.
Conditions to the Acquisition
The Acquisition will be subject to the Conditions and certain further terms referred to in Appendix A to this announcement and to be set out in the Scheme Document when issued. In particular, the Scheme will become Effective only if, among other things, the following events occur on or before 11.59 pm (London time) on the Long-Stop Date:
(a)    a resolution to approve the Scheme is passed by a majority in number of, representing not less than 75% in value of the H&T Shares voted by, Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy;
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(b)    the Resolutions are passed by the requisite majority of H&T Shareholders at the General Meeting;
(c)    the FCA Change in Control Condition is satisfied;
(d)    the CMA Condition is satisfied;
(e)    the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by Bidco and H&T); and
(f)    following the sanction by the Court, a copy of the Scheme Court Order is delivered to the Registrar of Companies.
Additionally, the Scheme will lapse if, amongst other things:
(a)    the Court Meeting and/or General Meeting are not held on or before the 22nd day after the expected date of such meetings, which will be set out in the Scheme Document in due course (or such later date, if any: (i) as Bidco and H&T may agree; or (ii) (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);
(b)    the Court Sanction Hearing is not held on or before the 22nd day after the expected date of such hearing, which will be set out in the Scheme Document in due course (or such later date, if any: (i) as Bidco and H&T may agree; or (ii) (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); or
(c)    the Scheme does not become Effective on or before 11.59 pm (London time) on the Long-Stop Date.
Bidco may invoke a Condition so as to cause the Acquisition not to proceed, lapse or to be withdrawn only with the consent of the Panel. Certain Conditions are not subject to this requirement. The Panel will normally give its consent only if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise. Further details are set out in Part B of Appendix A to this announcement.
Upon the Scheme becoming Effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of H&T Shares will cease to be valid and entitlements to H&T Shares held within the CREST system will be cancelled. In accordance with the applicable provisions of the Code, the consideration for the transfer of the Scheme Shares to Bidco will be despatched within 14 days of the Effective Date.
Any H&T Shares (other than any Excluded Shares) issued before the Scheme Record Time which remain in issue at the Scheme Record Time will be subject to the terms of the Scheme. The Resolutions to be proposed at the General Meeting will, amongst other things, provide that H&T’s articles of association be amended to incorporate provisions requiring, among other things and subject to the Scheme becoming Effective, any H&T Shares issued or transferred after the Scheme Record Time (other than to Bidco and/or its nominees) to be automatically transferred to Bidco (or as Bidco may direct) on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of H&T’s articles of association (as amended) will avoid any person (other than Bidco, its nominees and any person to whom Bidco may direct the transfer of H&T Shares after the Effective Date) holding and retaining H&T Shares after the Effective Date.
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If the Scheme does not become Effective on or before 11.59 pm (London time) on the Long-Stop Date, it will lapse and the Acquisition will not proceed (unless Bidco and H&T otherwise agree and the Panel otherwise consents).
The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition and will specify the necessary actions to be taken by H&T Shareholders. It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be sent to H&T Shareholders and (for information only) participants in the H&T Share Scheme within 28 days of this announcement (or such later time as H&T, Bidco and the Panel agree).
The Acquisition is expected to become Effective in the second half of 2025, subject to the satisfaction or (where applicable) waiver of all relevant conditions, including the Conditions. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.
15Delisting and re-registration
It is intended that an application will be made to the London Stock Exchange for the cancellation of trading of the H&T Shares on AIM, with effect on the Business Day following the Effective Date.
The last day for dealings in H&T Shares on AIM is expected to be the last Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00 pm (London time) on that date. It is also intended that, following the Effective Date, H&T will be reregistered as a private limited company under the relevant provisions of the Companies Act.
16Disclosure of interests in H&T relevant securities
Except for the irrevocable undertakings referred to in paragraph 6 above, as at close of business on the Latest Practicable Date, neither Bidco, nor any of the directors of Bidco, nor, so far as the directors of Bidco are aware, any person acting in concert with Bidco for the purposes of the Acquisition had any interest in, right to subscribe for, or had borrowed or lent any H&T Shares or securities convertible or exchangeable into H&T Shares, nor did any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery, or any dealing arrangement of the kind referred to in Note 11 of the definition of acting in concert in the Code, in relation to H&T Shares or in relation to any securities convertible or exchangeable into H&T Shares.
In the interests of secrecy, Bidco has not made enquiries before the date of this announcement in respect of the matters referred to above of certain parties who may be deemed or presumed by the Panel to be acting in concert with Bidco for the purposes of the Acquisition. Enquiries of such parties will be made as soon as possible following the date of this announcement and Bidco confirms that, if and to the extent that any further disclosure is required, it will make such disclosure in accordance with Rule 8.1(a) of the Code as soon as possible and in any event by no later than the deadline stipulated by Note 2(a)(i) on Rule 8 of the Code.
17Overseas shareholders
The availability of the Acquisition and the distribution of this announcement to H&T Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. H&T Shareholders who are
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in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
This announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. H&T Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy once these have been dispatched.
18Documents published on a website
Copies of the following documents will, by no later than 12 noon (London time) on the first Business Day following the date of this announcement, be published on FirstCash’s website at https://investors.firstcash.com/ and on H&T’s website at https://handt.co.uk/pages/investor-relations until the end of the offer period:
(a)    this announcement;
(b)    the irrevocable undertakings referred to in paragraph 6 above;
(c)    the documents relating to the financing of the Acquisition referred to in paragraph 10 above;
(d)    the Confidentiality Agreement described in paragraph 13 above;
(e)    the Cooperation Agreement described in paragraph 13 above; and
(f)    the consent letters from each of Jefferies, Canaccord Genuity and Shore Capital referred to in paragraph 19 below.
19General
Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme (subject to the Panel’s consent and the terms of the Cooperation Agreement). In such event, the Takeover Offer will be implemented on the same terms, so far as applicable, and subject to the terms of the Cooperation Agreement, as those which would apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in the method of effecting the Acquisition (including, without limitation: (i) the inclusion of an acceptance condition set at 90% of the H&T Shares to which such Takeover Offer relates (or such other percentage as Bidco may, subject to the rules of the Code and the terms of the Cooperation Agreement and with the consent of the Panel, decide, being in any case more than 50% of the H&T Shares); and (ii) those required by, or deemed appropriate by, Bidco under applicable law, including US securities law). Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient H&T Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the Companies Act 2006 to acquire compulsorily any outstanding H&T Shares to which such offer relates.
The Scheme will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.
Each of Jefferies, Canaccord Genuity and Shore Capital has given and not withdrawn its consent to the inclusion in this announcement of references to its name in the form and context in which it appears.
The Acquisition will be subject to the Conditions and certain further terms set out herein and in Appendix A to this announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix B to this announcement contains the sources and bases of certain information contained in this announcement. Appendix C to this announcement contains details of irrevocable
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undertakings received by Bidco. Appendix D contains the definitions of certain terms used in this announcement.
It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be sent to H&T Shareholders and (for information only) participants in the H&T Share Scheme within 28 days of this announcement (or such later time as H&T, Bidco and the Panel agree).
The person responsible for arranging the release of this announcement on behalf of H&T is Fiona Woolfe, Company Secretary. H&T’s Legal Entity Identifier is 2138006N2X1XSBSDSU74.
Enquiries
FirstCash and Bidco
Rick L. Wessel (CEO & Vice-Chairman of the Board) / T. Brent Stuart (President & COO) / R. Douglas Orr (Executive Vice President & CFO)
+1 (0)817 886 6998
Jefferies (Sole Financial Adviser to FirstCash and Bidco)
Andrea Lee / Paul Bundred / Carolyn Connor / James Umbers
+44 (0)20 7029 8000
H&T
Chris Gillespie (CEO) / Diane Giddy (CFO)
+44 (0)20 8225 2700
Canaccord Genuity (Lead Financial Adviser, Joint Corporate Broker and Joint Rule 3 Adviser to H&T)
Stuart Andrews / George Grainger (Corporate Broking)
Sunil Duggal / Bill Gardiner (Investment Banking)
+44 (0)20 7523 8000
Shore Capital (Joint Financial Adviser, Nominated Adviser, Joint Corporate Broker and Joint Rule 3 Adviser to H&T)
Guy Wiehahn (Corporate Broking)
Stephane Auton / Sophie Collins (Corporate Advisory)
+44 (0)20 7408 4090
Alma Strategic Communications (PR Adviser to H&T)
Sam Modlin / Andy Bryant / Rebecca Sanders-Hewett / Will Merison
+44 (0)20 3405 0205
[email protected]
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
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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
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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
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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.
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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.
No profit forecasts, estimates or quantified financial benefits statements
No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for FirstCash, Bidco or H&T, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for FirstCash, Bidco or H&T, as appropriate.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.
General
Bidco reserves the right to elect, with the consent of the Panel and subject to the terms of the Cooperation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. If the Acquisition is effected by way of a Takeover Offer, and such offer becomes or is declared unconditional and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining H&T Shares in respect of which the Takeover Offer has not been accepted.
Investors should be aware that Bidco may purchase H&T Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, H&T confirms that it has in issue 43,987,934 ordinary shares of 5 pence each. The ISIN for the shares is GB00B12RQD06. H&T holds no shares in treasury.
Publication on website and hard copies
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/ and on H&T’s website at
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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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APPENDIX A    .
Conditions and Certain Further Terms of the Scheme and the Acquisition
Part A – Conditions to the Scheme and the Acquisition
Long-Stop Date
1The Acquisition is conditional upon the Scheme becoming unconditional and becoming effective, subject to the provisions of the Code, by no later than 11.59 pm on the Long-Stop Date.
Scheme approval
2The Scheme will be conditional upon:
2.1(i) its approval by a majority in number representing not less than 75% in value of the Scheme Shareholders who are on the register of members of H&T (or the relevant class or classes thereof, if applicable) at the Scheme Voting Record Time, present and voting (and entitled to vote), whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting; and (ii) such Court Meeting and any such separate class meeting or any adjournment of any such meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date, if any: (a) as Bidco and H&T may agree; or (b) (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;
2.2(i) the Resolutions being duly passed by the requisite majority or majorities at the General Meeting or at any adjournment of that meeting; and (ii) such General Meeting or any adjournment of such meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date, if any: (a) as Bidco and H&T may agree; or (b) (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); and
2.3(i) the sanction of the Scheme by the Court with or without modification (but subject to any such modification being acceptable to Bidco and H&T); (ii) the Court Sanction Hearing being held on or before the 22nd day after the expected date of the Court Sanction Hearing to be set out in the Scheme Document in due course (or such later date, if any: (a) as Bidco and H&T may agree; or (b) (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); and (iii) the delivery of the Scheme Court Order to the Registrar of Companies;.
In addition, subject to Part B of this Appendix A and to the requirements of the Panel, Bidco and H&T have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless such Conditions (as amended, if appropriate) have been satisfied or, where relevant, waived:
Official authorisations and regulatory clearances
FCA
3the FCA, as the appropriate regulator under FSMA, in respect of any prospective acquisition involving a change in ‘control’ of a H&T entity that is a ‘UK authorised person’:
3.1having notified each ‘incoming controller’ (in its capacity as a ‘section 178 notice-giver’) that it has determined to approve each notice-giver’s proposed acquisition, unconditionally, as contemplated by section 189(4)(a) of FSMA;
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3.2having notified each section 178 notice-giver that it has decided to approve its acquisition, subject only to conditions, undertakings or requirements that Bidco (acting reasonably) considers acceptable in all respects, as contemplated by section 189(7) of FSMA; or
3.3being treated as having approved each notice-giver’s acquisition, as contemplated by section 189(6) of FSMA;
CMA
4following the submission of a Briefing Paper to the CMA, either:
4.1at the date upon which all other Conditions are satisfied or waived, the CMA having responded to the Briefing Paper to confirm that it has no further questions in respect of the Acquisition, and the CMA having not in relation to the Acquisition:
4.1.1confirmed in writing to either party that it intends, or is considering whether, to commence a Phase 1 Investigation;
4.1.2requested in writing from either Bidco or H&T the submission of a merger notice pursuant to section 96 of the EA;
4.1.3confirmed in writing to either Bidco or H&T that the statutory review period in which the CMA has to decide whether to make a Phase 2 Reference pursuant to section 34ZA of the EA has begun; or
4.1.4requested in writing from either Bidco or H&T documents, information, or attendance by witnesses (including under section 109 of the EA) which reasonably indicate that it is considering whether to request the submission of a merger notice pursuant to section 96 of the EA, or to commence the aforementioned statutory review period; or
4.2in the event that the CMA decides to commence a Phase 1 Investigation in relation to the Acquisition, the CMA issuing a decision that the Acquisition (including any matter arising therefrom or related thereto or any part of it) shall not be subject to a Phase 2 Reference, such decision being either unconditional or conditional on the CMA’s acceptance of undertakings in lieu under section 73 of the EA (or the applicable time period for the CMA to issue a decision having expired without it having done so and without it having made a Phase 2 Reference);
General Third Party official authorisations and regulatory clearances
5the waiver (or non-exercise within any applicable time limits) by any Third Party of any termination right, right of pre-emption, first refusal or similar right (which is material in the context of the Wider H&T Group taken as a whole or in the context of the Acquisition) arising as a result of or in connection with the Acquisition including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control or management of, H&T by Bidco or any member of the Wider Bidco Group;
6all necessary filings or applications having been made in connection with the Acquisition and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider Bidco Group of any shares or other securities in, or control of, H&T and all authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals reasonably deemed necessary or appropriate by Bidco or any member of the Wider Bidco Group for or in respect of the Acquisition including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control of, H&T or any member of the Wider H&T Group by any member of the Wider Bidco Group having been obtained in terms and in a form
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satisfactory to Bidco from all appropriate Third Parties or persons with whom any member of the Wider H&T Group has entered into contractual arrangements and all such material authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals deemed necessary or appropriate to carry on the business of any member of the Wider H&T Group which are material in the context of the Wider Bidco Group or the H&T Group as a whole or for or in respect of the Acquisition including, without limitation, its implementation or financing remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisition becomes Effective and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;
7no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or having enacted, made or proposed any statute, regulation, decision or order, or change to published practice or having taken any other step, and there not continuing to be outstanding any statute, regulation, decision or order, which in each case would or might reasonably be expected to:
7.1require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Bidco Group or any member of the Wider H&T Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof which, in any such case, is material in the context of the Wider Bidco Group or the Wider H&T Group, in either case taken as a whole or in the context of the Acquisition;
7.2require, prevent or delay the divestiture by any member of the Wider Bidco Group of any shares or other securities in H&T;
7.3impose any material limitation on, or result in a delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider H&T Group or the Wider Bidco Group or to exercise voting or management control over any such member;
7.4otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Bidco Group or of any member of the Wider H&T Group to an extent which is material in the context of the Wider Bidco Group or the Wider H&T Group, in either case taken as a whole or in the context of the Acquisition;
7.5make the Acquisition or its implementation or the acquisition or proposed acquisition by Bidco or any member of the Wider Bidco Group of any shares or other securities in, or control of, H&T void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto;
7.6require any member of the Wider Bidco Group or the Wider H&T Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider H&T Group or the Wider Bidco Group owned by any third party;
7.7impose any limitation on the ability of any member of the Wider H&T Group to co-ordinate its business, or any part of it, with the businesses of any other members which is adverse to and material in the context of the Wider H&T Group taken as a whole or in the context of the Acquisition; or
7.8result in any member of the Wider H&T Group ceasing to be able to carry on business under any name under which it presently does so,
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and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any H&T Shares having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement, etc.
8save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider H&T Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, or any circumstance which in consequence of the Acquisition or the proposed acquisition of any shares or other securities (or equivalent) in H&T or because of a change in the control or management of H&T or otherwise, could or might result in any of the following to an extent which is material and adverse in the context of the Wider H&T Group, or the Wider Bidco Group, in either case taken as a whole, or in the context of the Acquisition:
8.1any moneys borrowed by or any other indebtedness or liabilities (actual or contingent) of, or grant available to, any such member being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
8.2any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any obligation or liability arising or any action being taken or arising thereunder;
8.3any asset or interest of any such member being or failing to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;
8.4the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interest of any such member;
8.5the rights, liabilities, obligations or interests of any such member, or the business of any such member with, any person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;
8.6the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;
8.7any such member ceasing to be able to carry on business under any name under which it presently does so; or
8.8the creation or acceleration of any liability, actual or contingent, by any such member (including any material tax liability or any obligation to obtain or acquire any material authorisation, order, grant, recognition, determination, confirmation, consent, licence, clearance, permission, exemption, approval, notice, waiver, concession, agreement or exemption from any Third Party or any person) other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition, and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider H&T Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs 8.1 to 8.8 of this Condition;
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Certain events occurring since 31 December 2024
9.save as Disclosed, no member of the Wider H&T Group having, since 31 December 2024:
9.1save as between H&T and wholly-owned subsidiaries of H&T or for H&T Shares issued under or pursuant to the exercise of options and vesting of awards granted under the H&T Share Scheme, issued or agreed to issue, authorised or proposed the issue of additional shares of any class;
9.2save as between H&T and wholly-owned subsidiaries of H&T or for the grant of options and awards and other rights under the H&T Share Scheme, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;
9.3other than (i) to another member of the H&T Group or (ii) the Permitted Dividend, prior to completion of the Acquisition, recommended, declared, paid or made any dividend or other distribution payable in cash or otherwise or made any bonus issue;
9.4save for intra-H&T Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and, in each case, to the extent which is material in the context of the Wider H&T Group taken as a whole or in the context of the Acquisition;
9.5save for intra-H&T Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital in each case, to the extent which is material in the context of the Wider H&T Group taken as a whole or in the context of the Acquisition;
9.6issued, authorised or proposed the issue of, or made any change in or to, any debentures or (save for intra-H&T Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability;
9.7purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraphs 9.1 or 9.2 above, made any other change to any part of its share capital in each case, to the extent which is material in the context of the Wider H&T Group taken as a whole or in the context of the Acquisition;
9.8save for intra-H&T Group transactions, implemented, or authorised, proposed or announced its intention to implement, any reconstruction, merger, demerger, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;
9.9entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which involves or could involve an obligation of such a nature or magnitude other than in the ordinary course of business, in each case, to the extent which is material in the context of the Wider H&T Group taken as a whole or in the context of the Acquisition;
9.10(other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or steps or had any legal proceedings started or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, manager, trustee or similar officer of all or any part of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous
34



person in any jurisdiction or had any such person appointed, in each case, to the extent which is material in the context of the Wider H&T Group taken as a whole or in the context of the Acquisition;
9.11entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider H&T Group or the Wider Bidco Group other than of a nature and extent which is normal in the context of the business concerned;
9.12waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider H&T Group taken as a whole or in the context of the Acquisition;
9.13made any material alteration to its memorandum or articles of association or other incorporation documents;
9.14been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
9.15entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or proposed to, effect any of the transactions, matters or events referred to in this Condition 9;
9.16made or agreed or consented to any change to:
9.16.1the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider H&T Group for its directors, employees or their dependents;
9.16.2the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;
9.16.3the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or
9.16.4the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made,
in each case, to the extent which is material in the context of the Wider H&T Group taken as a whole or in the context of the Acquisition;
9.17proposed, agreed to provide or modified the terms of the H&T Share Scheme or other benefit constituting a material change relating to the employment or termination of employment of a material category of persons employed by the Wider H&T Group or which constitutes a material change to the terms or conditions of employment of any senior employee of the Wider H&T Group, save as agreed by the Panel (if required) and by Bidco, or entered into or changed the terms of any contract with any director or senior executive;
9.18taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of H&T Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;
9.19entered into, or varied in a material way the terms of, any contracts, agreement or arrangement with any of the directors or senior executives of any members of the Wider H&T Group; or
35



9.20waived or compromised any claim which is material in the context of the Wider H&T Group taken as a whole or in the context of the Acquisition, otherwise than in the ordinary course;
No adverse change, litigation or regulatory enquiry
10save as Disclosed, since 31 December 2024:
10.1no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider H&T Group which, in any such case, is material in the context of the Wider H&T Group taken as a whole or in the context of the Acquisition and no circumstances have arisen which would or might reasonably be expected to result in such adverse change or deterioration;
10.2no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider H&T Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no enquiry, review or investigation by, or complaint or reference to, any Third Party or other investigative body against or in respect of any member of the Wider H&T Group having been instituted, announced, implemented or threatened by or against or remaining outstanding in respect of any member of the Wider H&T Group which in any such case has had or might reasonably be expected to have a material adverse effect on the Wider H&T Group taken as a whole or in the context of the Acquisition;
10.3no contingent or other liability of any member of the Wider H&T Group having arisen or become apparent to Bidco or increased which has had or might reasonably be expected to have a material adverse effect on the Wider H&T Group taken as a whole or in the context of the Acquisition;
10.4no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or remaining outstanding against or in respect of any member by or the Wider H&T Group which in any case is material in the context of the Wider H&T Group taken as a whole;
10.5no member of the Wider H&T Group having conducted its business in breach of any applicable laws and regulations and which is material in the context of the Wider H&T Group as a whole or in the context of the Acquisition; or
10.6no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider H&T Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or would reasonably be expected to have, an adverse effect on the Wider H&T Group which is material in the context of the Wider H&T Group taken as a whole or in the context of the Acquisition;
No discovery of certain matters
11save as Disclosed, Bidco not having discovered:
11.1that any financial, business or other information concerning the Wider H&T Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider H&T Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the date of this announcement by disclosure either publicly or otherwise to Bidco or its professional advisers, in each case, to the extent which is material in the context of the Wider H&T Group taken as a whole or in the context of the Acquisition;
11.2that any member of the Wider H&T Group or partnership, company or other entity in which any member of the Wider H&T Group has a significant economic interest and which is not a
36



subsidiary undertaking of H&T, is subject to any liability (contingent or otherwise) which is not disclosed in the annual report and accounts of the H&T Group for the financial year ended 31 December 2024, in each case, to the extent which is material in the context of the Wider H&T Group taken as a whole or in the context of the Acquisition; or
11.3any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider H&T Group and which is material in the context of the Wider H&T Group taken as a whole or in the context of the Acquisition;
12save as Disclosed, Bidco not having discovered that:
12.1any past or present member of the Wider H&T Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters or the health and safety of humans, or that there has otherwise been any such use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which storage, carriage, disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) or cost on the part of any member of the Wider H&T Group and which is material in the context of the Wider H&T Group taken as a whole or in the context of the Acquisition;
12.2there is, or is likely to be, for any reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider H&T Group to make good, remediate, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider H&T Group (or on its behalf) or by any person for which a member of the Wider H&T Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, regulation, notice, circular or order of any Third Party and which is material in the context of the Wider H&T Group taken as a whole or in the context of the Acquisition;
12.3circumstances exist (whether as a result of the making of the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting, or whereby any member of the Wider Bidco Group or any present or past member of the Wider H&T Group would be likely to be required to institute, an environmental audit or take any other steps which would in any such case be reasonably likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, reinstate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider H&T Group (or on its behalf) or by any person for which a member of the Wider H&T Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest which is material in the context of the Wider H&T Group taken as a whole or in the context of the Acquisition; or
12.4circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein currently or previously manufactured, sold or carried out by any past or present member of the Wider H&T Group which claim or claims would be likely, materially and adversely, to affect any member of the Wider H&T Group and which is material in the context of the Wider H&T Group taken as a whole or in the context of the Acquisition; and
Anti-corruption, economic sanctions, criminal property and money laundering
13save as Disclosed, Bidco not having discovered that:
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13.1(i) any past or present member, director, officer or employee of the Wider H&T Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks; or (ii) any person that performs or has performed services for or on behalf of the Wider H&T Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks;
13.2any asset of any member of the Wider H&T Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider H&T Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering;
13.3any past or present member, director, officer or employee of the Wider H&T Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:
13.3.1any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US, UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HMRC; or
13.3.2any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom, the European Union or any of its member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable blocking law;
13.4any past or present member, director, officer or employee of the Wider H&T Group, or any other person for whom any such person may be liable or responsible:
13.4.1has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the U.S. Anti-Terrorism Act;
13.4.2has engaged in conduct which would violate any relevant anti-boycott law, rule, or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the U.S. Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the U.S. Department of State;
13.4.3has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule, or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or
13.4.4is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality, or international organization or found to have violated any applicable law, rule, or regulation concerning government contracting or public procurement; or
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13.5any member of the Wider H&T Group is or has been engaged in any transaction which would cause Bidco to be in breach of any law or regulation upon the Acquisition becoming Effective, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control, or HMRC, or any other relevant government authority.

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Part B – Certain further terms of the Acquisition
1Subject to the requirements of the Panel, Bidco reserves the right in its sole discretion to waive:
1.1the deadline set out in Condition 1 in Part A of this Appendix A, and any of the deadlines set out in Condition 2 in Part A of this Appendix A for the timing of the Court Meeting and the General Meeting. If any such deadline is not met, Bidco will make an announcement by 8.00 am on the Business Day following such deadline, confirming whether it has invoked or waived the relevant Condition or extended the deadline in relation to the relevant Condition in accordance with the terms on which such deadline may be extended. In all other respects, Conditions 1 and 2 in Part A of this Appendix A cannot be waived; and
1.2in whole or in part, all or any of Conditions 3 to 13 (inclusive) in Part A of this Appendix A.
2Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as satisfied or fulfilled any of the Conditions that it is entitled (with the consent of the Panel and subject to the requirements of the Code) to invoke by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.
3Under Rule 13.5(a) of the Code and subject to the remaining provision of this paragraph 3, Bidco may invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn only with the consent of Panel. The Panel will normally give its consent only if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise. Conditions 1 and 2 in Part A of this Appendix A and, if applicable, any acceptance condition if the Acquisition is implemented by means of a Takeover Offer, are not subject to this provision of the Code.
4Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Bidco.
5If the Panel requires Bidco to make an offer or offers for any H&T Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.
6H&T Shares will be acquired by Bidco fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and other third party rights of any nature whatsoever and together with all rights attaching to them as at the date of this announcement or subsequently attaching or accruing to them, including the right to receive and retain, in full, all dividends and other distributions (if any) declared, made, paid or payable, or any other return of capital or value made, on or after the date of this announcement, other than any dividend or distribution in respect of which Bidco exercises its rights under the terms of the Acquisition to reduce the consideration payable in respect of each H&T Share.
7If, on or after the date of this announcement and prior to the Effective Date, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of H&T Shares (other than the Permitted Dividend), or if the Permitted Dividend exceeds 11 pence per H&T Share, Bidco will reduce the consideration payable under the terms of the Acquisition by an amount per H&T Share up to the amount of such dividend and/or distribution and/or return of capital or value (or, in the case of the Permitted Dividend, by the amount in excess of 11 pence per H&T Share). In such circumstances, H&T Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made or paid. Where the consideration payable is so reduced, any reference in this announcement or in the Scheme Document to the consideration payable under the terms of the Acquisition will be deemed to be a
40



reference to the consideration as so reduced. To the extent that any such dividend and/or distribution and/or other return of capital or value is announced, declared, made or paid or is payable and it is: (i) transferred pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend or distribution and to retain it; or (ii) cancelled, the consideration payable under the terms of the Acquisition will not be subject to change in accordance with this paragraph. Any reduction by Bidco of the consideration payable under the terms of the Acquisition in the manner referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.
8Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme (subject to the Panel’s consent and the terms of the Cooperation Agreement). In such event, the Takeover Offer will be implemented on the same terms, so far as applicable, and subject to the terms of the Cooperation Agreement, as those which would apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in the method of effecting the Acquisition (including, without limitation: (i) the inclusion of an acceptance condition set at 90% of the H&T Shares to which such Takeover Offer relates (or such other percentage as Bidco may, subject to the rules of the Code and the terms of the Cooperation Agreement and with the consent of the Panel, decide, being in any case more than 50% of the H&T Shares); and (ii) those required by, or deemed appropriate by, Bidco under applicable law, including US securities law). Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient H&T Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the Companies Act 2006 to acquire compulsorily any outstanding H&T Shares to which such offer relates.
9The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. Further information in relation to Overseas Shareholders will be contained in the Scheme Document.
10Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulations, the Acquisition is not being, and will not be, made, directly or indirectly, in, into or by the use of the mail of, or by any other means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.
11The Scheme will be subject to the fulfilment (or waiver, if permitted) of the Conditions set out in Part A of this Appendix A, to the further terms set out in this Part B of this Appendix A, to the full terms and conditions which will be set out in the Scheme Document, and to such further terms as may be required to comply with the provisions of the Code.
12Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
13The Scheme will not become effective unless the Conditions have been fulfilled or (to the extent capable of waiver) waived or, where appropriate, have been determined by Bidco to be or remain satisfied by no later than the Long-Stop Date.
14This announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme and any proxies will be governed by English law and be subject to the jurisdiction of the courts of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.

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APPENDIX B    .
Bases and Sources
In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used.
1.The fully diluted share capital of 44,880,403 H&T Shares is calculated on the basis of:
1.143,987,934 H&T Shares in issue as at the close of business on the Latest Practicable Date; plus
1.21,388,537 H&T Shares, being the maximum number of H&T Shares which could be issued on or after the date of this announcement to satisfy the exercise and vesting of awards outstanding under the H&T Share Scheme as at the close of business on the Latest Practicable Date; less
1.3the 496,068 H&T Shares which are already in issue and, as at the close of business on the Latest Practicable Date, were held by the H&T Group plc Employee Benefit Trust, which it is intended will be used to satisfy the exercise or vesting of awards (in accordance with the terms of the Cooperation Agreement).
2The value of approximately £297 million for the entire issued and to be issued share capital of H&T is based on:
2.1Cash Consideration of 650 pence per H&T Share;
2.2H&T’s fully diluted share capital of 44,880,403 H&T Shares, as set out in paragraph 1 above; and
2.3the Permitted Dividend of 11 pence per H&T Share to be received by the holders of the 43,987,934 H&T Shares in issue as at the Latest Practicable Date, as set out in paragraph 1.1 above.
3The pre-IFRS 16 enterprise value of H&T implied by the terms of the Acquisition, being £351 million, is based on:
3.1the value of H&T’s entire issued and to be issued ordinary share capital as set out in paragraph 2 above (comprising the aggregate amount of the Cash Consideration plus the aggregate amount of the Permitted Dividend); plus
3.2the net debt position of £54 million as at 31 December 2024.
4The premium calculations to the price per H&T Share used in this announcement have been calculated by reference to the closing market price of a H&T Share sourced from the Daily Official List on any particular date. The volume-weighted average prices have been derived from Bloomberg.
5Unless otherwise stated, the financial information relating to H&T is extracted from the audited consolidated financial statements of H&T for the financial year ended 31 December 2024.
6USD figures have been converted to GBP using the £:$ exchange rate of £1:$1.3277 as at the close of business on Latest Practicable Date, as derived from the Daily Official List.
7Certain figures included in this announcement have been subject to rounding adjustments.
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APPENDIX C    .
Details of Irrevocable Undertakings
H&T Directors
Bidco has received irrevocable undertakings from those H&T Directors who are interested in H&T Shares to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer) in relation to the H&T Shares set out in the table below.
NameNumber of H&T SharesPercentage of H&T’s issued share capital as at the close of business on the Latest Practicable Date
Christopher Gillespie191,6650.44
Simon Walker30,0000.07
Diane Giddy28,2730.06
These irrevocable undertakings remain binding in the event that a higher competing offer is made for H&T and will cease to be binding only if:
•the Scheme becomes effective in accordance with its terms or a Takeover Offer (if applicable) is declared unconditional in accordance with the requirements of the Code;
•Bidco announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme or offer is announced in accordance with Rule 2.7 of the Code at the same time or within two Business Days of announcement;
•the Scheme lapses or is withdrawn in accordance with its terms, unless Bidco announces, within five Business Days of such lapse or withdrawal and with the consent of the Panel, a firm intention to switch to a Takeover Offer (or vice versa, if Bidco elects to implement the Acquisition by way of a Takeover Offer); or
•the Scheme does not become effective by the Long-Stop Date, or, if Bidco elects to implement the Acquisition by way of a Takeover Offer, the Takeover Offer does not become unconditional by the Long-Stop Date in accordance with the requirements of the Code.



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APPENDIX D
Definitions
The following definitions apply throughout this announcement unless the context requires otherwise.
“£”, “Sterling”, “pence” or “p”
the lawful currency of the United Kingdom
“$”, “USD”, “US$”, “US Dollars”, “cent” or “c”
the lawful currency of the US
“Acquisition”
the recommended final* cash acquisition by Bidco of the entire issued and to be issued share capital of H&T, to be implemented by way of the Scheme or (should Bidco so elect, subject to the consent of the Panel and to the terms of the Cooperation Agreement) by way of a Takeover Offer and, where the context admits, any subsequent revision, variation, extension or renewal thereof
“AIM”
AIM, a market operated by the London Stock Exchange
“AIM Rules”
the AIM Rules for Companies
“Amended FirstCash Credit Facility”
has the meaning given in paragraph 10 of this announcement
“Bidco”
Chess Bidco Limited, a private company limited by shares incorporated in England and Wales with registered number 16434757
“Bridge Credit Agreement”
has the meaning given in paragraph 10 of this announcement
“Briefing Paper”
a briefing paper in relation to the Acquisition prepared in accordance with the CMA’s Guidance on the CMA’s Mergers Intelligence Function (CMA56 Revised), or any updated or revised guidance as may be issued by the CMA from time to time
“Business Day”
a day (other than a Saturday, Sunday or public holiday in England) on which banks are open for business in London
“Canaccord Genuity”
Canaccord Genuity Limited
“Cash Consideration”
the cash consideration payable by Bidco pursuant to the terms of the Acquisition, being 650 pence per H&T Share
“CMA”
the United Kingdom’s Competition and Markets Authority
“CMA Condition”
the Condition set out in paragraph 4 of Part A of Appendix A to this announcement
“Code”
the City Code on Takeovers and Mergers
“Companies Act”
the Companies Act 2006
“Conditions”
the conditions to the implementation of the Acquisition (including the Scheme) as set out in Part A of Appendix A to this announcement and to be set out in the Scheme Document
“Confidentiality Agreement”
the confidentiality agreement dated 27 March 2025 between FirstCash and H&T entered into in connection with the Acquisition, further details of which are set out in paragraph 13 of this announcement
“Cooperation Agreement”
the agreement dated 14 May 2025 between Bidco and H&T and relating, among other things, to the implementation of the Acquisition, further details of which are set out in paragraph 13 of this announcement
“Court”
the High Court of Justice of England and Wales
“Court Meeting”
the meeting(s) of the Scheme Shareholders to be convened by order of the Court pursuant to section 896 of the Companies Act, notice of which will be set out in the Scheme Document, for the purpose of considering and, if thought fit, approving the Scheme, including any adjournment thereof
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“Court Sanction Hearing”
the hearing of the Court to sanction the Scheme and, if such hearing is adjourned, reference to commencement of any such hearing shall mean the commencement of the final adjournment thereof
“CREST”
the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK & International Limited is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form
“Daily Official List”
the daily official list of the London Stock Exchange
“Dealing Disclosure”
has the same meaning as in Rule 8 of the Code
“Disclosed”
information which has been fairly disclosed by or on behalf of H&T:
(i)    in the annual report and accounts of the H&T Group for the financial year ended 31 December 2024;
(ii)    in this announcement;
(iii)    in any other public announcement to a Regulatory Information Service by, or on behalf of, H&T prior to the date of this announcement; and /or
(iv)    in writing to Bidco (or its officers, employees, agents or advisers in their capacity as such) by or on behalf of H&T in each case prior to the date of this announcement
“EA”
the Enterprise Act 2002
“Effective”
(i)    if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to and in accordance with its terms; or
(ii)    if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having been declared or having become unconditional in accordance with the requirements of the Code
“Effective Date”
the date upon which the Acquisition becomes Effective
“Excluded Shares”
any H&T Shares:
(i)    registered in the name of, or beneficially owned, by FirstCash, Bidco or any other member of the Wider Bidco Group;
(ii)    held in treasury by H&T; or
(iii)    which Bidco and H&T agree will not be subject to the Scheme
“FCA”
the Financial Conduct Authority of the United Kingdom, acting in its capacity as the competent authority for the purposes of FSMA
“FCA Change in Control Condition”
the Condition set out in paragraph 3 of Part A of Appendix A to this announcement
“FirstCash”
FirstCash Holdings, Inc.
“Forms of Proxy”
the forms of proxy in connection with each of the Court Meeting and the General Meeting, which shall accompany the Scheme Document
“FSMA”
the Financial Services and Markets Act 2000
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“General Meeting”
the general meeting of H&T to be convened in connection with the Scheme, to consider and, if thought fit, approve the Resolutions, notice of which will be set out in the Scheme Document, including any adjournment thereof
“H&T”
H&T Group plc
“H&T Directors”
the directors of H&T at the time of this announcement or, where the context so requires, the directors of H&T from time to time
“H&T Group”
H&T and its subsidiary undertakings
“H&T Share Scheme”
the H&T Performance Share Plan
“H&T Shareholders”
the registered holders of H&T Shares from time to time
“H&T Shares”
ordinary shares of 5 pence each in the capital of H&T
“HMRC”
His Majesty’s Revenue and Customs
“IFRS”
International Financial Reporting Standards
“ISIN”
individual security identification number
“Jefferies”
Jefferies International Limited
“Latest Practicable Date”
13 May 2025, being the last Business Day prior to the date of this announcement
“London Stock Exchange”
London Stock Exchange plc
“Long-Stop Date”
31 December 2025, or such later date: (i) as may be agreed in writing by Bidco and H&T (with the Panel’s consent, if required); or (ii) (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
“Offer Document”
should the Acquisition be implemented by way of a Takeover Offer, the offer document to be sent to (amongst others) H&T Shareholders setting out, amongst other things, the full terms and conditions of the Takeover Offer
“Offer Value”
661 pence per H&T Share, being the sum total per H&T Share of the Cash Consideration and the Permitted Dividend
“Opening Position Disclosure”
has the same meaning as in Rule 8 of the Code
“Overseas Shareholders”
H&T Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom
“Panel”
the Panel on Takeovers and Mergers
“Permitted Dividend”
the final dividend of 11 pence per H&T Share due to be paid on 27 June 2025, subject to approval by H&T Shareholders on 15 May 2025
“Phase 1 Investigation”
an investigation to determine whether to make a Phase 2 Reference
“Phase 2 Reference”
a reference made pursuant to section 33 of the EA to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 to conduct a phase 2 investigation
“Registrar of Companies”
the Registrar of Companies in England and Wales
“Regulatory Information Service”
any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements
“Resolutions”
the shareholder resolution(s) to be proposed at the General Meeting necessary to approve, implement and effect the Scheme and the Acquisition, including (without limitation) a resolution to implement certain amendments to be made to the articles of association of H&T
“Restricted H&T Shareholders”
H&T Shareholders who are located in a Restricted Jurisdiction
“Restricted Jurisdiction”
any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to H&T Shareholders in that jurisdiction
46



“Scheme”
the scheme of arrangement proposed to be made under Part 26 of the Companies Act between H&T and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by H&T and Bidco
“Scheme Court Order”
the order of the Court sanctioning the Scheme under Part 26 of the Companies Act
“Scheme Document”
the document to be sent to (among others) H&T Shareholders containing and setting out, among other things, the full terms and conditions of the Scheme and containing the notices convening the Court Meeting and General Meeting
“Scheme Record Time”
the time and date specified in the Scheme Document, expected to be 6.00 pm London time on the Business Day immediately prior to the Effective Date
“Scheme Shareholders”
holders of Scheme Shares
“Scheme Shares”
H&T Shares:
(i)    in issue as at the date of the Scheme Document;
(ii)    (if any) issued after the date of the Scheme Document and prior to the Scheme Voting Record Time; and
(iii)    (if any) issued on or after the Scheme Voting Record Time and before the Scheme Record Time, either on terms that the original or any subsequent holders thereof shall be bound by the Scheme or in respect of which the holders thereof shall have agreed in writing to be bound by the Scheme,
but in each case other than the Excluded Shares
“Scheme Voting Record Time”
the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined
“Shore Capital”
Shore Capital and Corporate Limited and/or Shore Capital Stockbrokers Limited, as the context admits
“Substantial Interest”
a direct or indirect interest in 20% or more of the voting equity capital of an undertaking
“Takeover Offer”
if (subject to the consent of the Panel) Bidco elects to effect the Acquisition by way of a takeover offer (as defined in Chapter 3 of Part 29 of the Companies Act), the offer to be made by or on behalf of Bidco to acquire the issued and to be issued share capital of H&T on the terms and subject to the conditions to be set out in the related offer document
“Third Party”
a relevant government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction
“UK” or “United Kingdom”
the United Kingdom of Great Britain and Northern Ireland
“United States of America” or “US”
the United States of America, its territories, possessions, any state of the United States and the District of Columbia
“US Exchange Act”
the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder
47



“Wider Bidco Group”
FirstCash and the subsidiaries and subsidiary undertakings of FirstCash (including Bidco) and associated undertakings (including any joint venture, partnership, firm or company in which FirstCash or any such undertakings (aggregating their interests) have a Substantial Interest)
“Wider H&T Group”
H&T and the subsidiaries and subsidiary undertakings of H&T and associated undertakings (including any joint venture, partnership, firm or company in which any member of the H&T Group or any such undertakings (aggregating their interests) have a Substantial Interest)

For the purposes of this announcement, “subsidiary”, “subsidiary undertaking”, “undertaking”, “associated undertaking” have the meanings given to them by the Companies Act.
References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this announcement.
All references to time in this announcement are to London time, unless otherwise stated. References to the singular include the plural, and vice versa.

48


EXHIBIT 2.2
Date  14 May 2025



CHESS BIDCO LIMITED
H&T GROUP PLC
CO-OPERATION AGREEMENT

image.jpg

Macfarlanes LLP
20 Cursitor Street
London EC4A 1LT




CONTENTS
Clause    
1    Definitions and interpretation    
2    Publication of the Rule 2.7 announcement and the terms of the Acquisition    
3    Undertakings in relation to satisfaction of the FCA Change in Control Condition    
4    Undertakings in relation to satisfaction of the CMA Condition    
5    Scheme document    
6    Implementation of the Acquisition    
7    Switching to a Takeover Offer    
8    Offeree Share Plan    
9    Dividends    
10    Termination    
11    Code obligations    
12    Representations and warranties    
13    Entire agreement    
14    Costs    
15    Assignment    
16    Notices    
17    Waivers, rights and remedies    
18    No partnership or agency    
19    Time of essence    
20    Further assurance    
21    Counterparts    
22    Variations    
23    Invalidity    
24    Third party rights    
25    Governing law and jurisdiction    
Schedule
1    Rule 2.7 Announcement    
2    The Offeree Share Plan    










DATE    14 May 2025
PARTIES
1    CHESS BIDCO LIMITED a private limited company registered in England and Wales with registered number 16434757, whose registered office is at 10 Norwich Street, London, EC4A 1BD (the “Offeror”); and
2    H&T GROUP PLC a public limited company registered in England and Wales with registered number 05188117, whose registered office is at Harvey & Thompson Ltd, Times House, Throwley Way, Sutton, Surrey, SM1 4AF (the “Offeree”)
(each a “party” and together the “parties”).
WHEREAS
A    The Offeror proposes to announce, immediately following execution of this Agreement, a firm intention to make a recommended offer for the entire issued and to be issued share capital of the Offeree pursuant to Rule 2.7 of the Code.
B    The Acquisition is intended to be made on the terms and subject to the conditions set out in the Rule 2.7 Announcement and in the Acquisition Document.
C    The parties intend that the Acquisition will be implemented by way of the Scheme, although the Offeror reserves the right, subject to the terms of this Agreement and the consent of the Panel, to implement the Acquisition by way of a Takeover Offer.
D    The parties have agreed to take certain steps to effect the completion of the Acquisition (whether by way of the Scheme or the Takeover Offer) and are entering into this Agreement to set out their respective rights, obligations and commitments in relation to such matters.
AGREEMENT
1    Definitions and interpretation
1.1    In this Agreement (including the recitals but excluding schedule 1), the terms and expressions listed in this clause 1.1 shall have the meanings set out in this clause 1.1. Terms and expressions used in schedule 1 shall have the meanings given to them in schedule 1:
“Acceptance Condition”: the acceptance condition to any Takeover Offer;
“Acquisition”: has the meaning given to it in the Rule 2.7 Announcement;
“Acquisition Document”: (i) if the Acquisition is to be implemented by way of a Scheme, the Scheme Document; or (ii) if the Acquisition is to be implemented by way of a Takeover Offer, the Offer Document;
“Agreed Switch”: has the meaning given to it in clause 7.1.1;
“AIM Rules”: the AIM Rules for Companies published by the London Stock Exchange;
“Briefing Paper”: a briefing paper in relation to the Acquisition prepared in accordance with the CMA’s Guidance on the CMA’s Mergers Intelligence Function (CMA56 Revised), or any updated or revised guidance as may be issued by the CMA from time to time;
“Business Day”: a day (other than a Saturday, or Sunday or public holiday in England) on which banks are open for business in London;




“CMA”: the United Kingdom’s Competition and Markets Authority;
“CMA Condition”: the Condition set out in paragraph 4 of Part A of Appendix A to the Rule 2.7 Announcement;
“Code”: the City Code on Takeovers and Mergers;
“Companies Act”: the Companies Act 2006;
“Competing Proposal”:
(a)    an offer (including a partial offer, exchange or tender offer and any revised offer), merger, acquisition, dual-listed structure, scheme of arrangement, reverse takeover, Rule 9 waiver transaction and/or business combination (or the announcement of a possible offer or firm intention to do any of the foregoing), the purpose of which is to acquire, directly or indirectly, 30% or more of the issued or to be issued ordinary share capital of the Offeree (when aggregated with the shares already held by the acquirer and any person acting or presumed or deemed to be acting in concert with the acquirer) or any arrangement or series of arrangements which results in any person acquiring, consolidating or increasing 'control' (as defined in the Code) of the Offeree (in each case, whether or not subject to the satisfaction or waiver of any pre-conditions);
(b)    the acquisition or disposal, directly or indirectly, of all or a significant proportion (being 25% or more) of the business, assets and/or undertakings of the Offeree Group, calculated by reference to any of its revenue, profits or value taken as a whole;
(c)    a demerger or any material reorganisation and/or liquidation (or proposed demerger, material reorganisation and/or liquidation) involving all or a significant proportion (being 25% or more) of the Offeree Group, calculated by reference to any of its revenue, profits or value taken as a whole; or
(d)    any other transaction which would be materially inconsistent with, or would be reasonably likely materially to preclude, impede or delay or otherwise prejudice, the implementation of the Acquisition (including, for the avoidance of doubt, any transaction or arrangement undertaken by the Offeree which would constitute or result in a reverse takeover or a fundamental change in the business of the Offeree, in each case for the purposes of the AIM Rules),
in each case which is not effected by the Offeror (or any member of the Wider Offeror Group or any person acting in concert with the Offeror) or at the Offeror's direction or with the Offeror's agreement, and in each case, whether implemented in a single transaction or a series of transactions and whether conditional or otherwise;
“Conditions”:
(a)    for so long as the Acquisition is being implemented by means of the Scheme, the conditions to the implementation of the Acquisition (including the Scheme) as set out in Part A of Appendix A to the Rule 2.7 Announcement and to be set out in the Scheme Document; and
(b)    for so long as the Acquisition is being implemented by means of a Takeover Offer, the conditions referred to in (a) above, as amended by replacing the Scheme Conditions with the Acceptance Condition,
in each case as may be amended by the Offeror with the consent of the Panel and the consent of the Offeree, and “Condition” shall be construed accordingly;




“Confidentiality Agreement”: the confidentiality agreement between the Offeree and FirstCash dated 27 March 2025;
“Costs”: losses, damages, costs (including reasonable legal costs) and expenses (including taxation), in each case of any nature whatsoever;
“Court”: the High Court of Justice in England and Wales;
“Court Meeting”: the meeting(s) of the Scheme Shareholders to be convened by order of the Court pursuant to section 896 of the Companies Act, notice of which will be set out in the Scheme Document, for the purpose of considering and, if thought fit, approving the Scheme, including any adjournment thereof;
“Court Sanction Hearing”: the hearing of the Court to sanction the Scheme and, if such hearing is adjourned, reference to commencement of any such hearing shall mean the commencement of the final adjournment thereof;
“Day 39”: the 21st day prior to Day 60;
“Day 60”: has the meaning given to it in clause 7.2.3;
“Disclosing Party”: for the purposes of clause 3, has the meaning given to it in clause 3.8, and, for the purposes of clause 4, has the meaning given to it in clause 4.8;
“Effective Date”:
(a)    the date on which the Scheme becomes effective in accordance with its terms; or
(b)    if the Acquisition is implemented by way of a Takeover Offer, the date that the Takeover Offer becomes or is declared unconditional in accordance with the requirements of the Code,
and “Effective” shall be construed accordingly;
“FCA”: the Financial Conduct Authority of the United Kingdom, acting in its capacity as the competent authority for the purposes of the Financial Services and Markets Act 2000;
“FCA Change in Control Condition”: the Condition set out in paragraph 3 of Part A of Appendix A to the Rule 2.7 Announcement;
“FirstCash”: FirstCash Holdings, Inc., incorporated and registered in Delaware, with its registered office at 1600 W 7th Street, Fort Worth, Texas, 76102, United States of America;
“Law”: any applicable statute, law, rule, regulation, ordinance, code, order, judgment, injunction, writ, decree, directive, policy, guideline, interpretation or rule of common law issued, administered or enforced by any Regulatory Authority, or any judicial or administrative interpretation thereof;
“London Stock Exchange”: London Stock Exchange plc;
“Long-Stop Date”: has the meaning given to it in the Rule 2.7 Announcement;
“Offer Document”: if (following the date of this Agreement) the Offeror elects to implement the Acquisition by way of a Takeover Offer in accordance with the terms of this Agreement, the document to be sent to (among others) Offeree Shareholders setting out, among other things, the full terms and conditions of the Takeover Offer;
“Offeree Board”: the board of directors of the Offeree from time to time;




“Offeree Board Recommendation”: a unanimous and unqualified recommendation from the Offeree Board to the Offeree Shareholders in respect of the Acquisition:
(a)    if the Acquisition is to be implemented by way of a Scheme, to vote in favour of the Offeree Resolutions; or
(b)    if the Offeror elects to implement the Acquisition by way of a Takeover Offer in accordance with the terms of this Agreement, to accept the Takeover Offer;
“Offeree Board Recommendation Change”:
(a)    if the Offeree makes an announcement prior to the publication of the Scheme Document or (if different) the document convening the Offeree General Meeting that: (i) the Offeree Board no longer intends to make the Offeree Board Recommendation or intends adversely to modify or qualify such recommendation; (ii) (other than where a Switch has occurred) it will not convene the Court Meeting or the Offeree General Meeting or (iii) (other than where a Switch has occurred) it intends not to post the Scheme Document or (if different) the document convening the Offeree General Meeting;
(b)    if the Offeree delays the convening of, or adjourns or postpones (or makes an announcement that it will delay the convening of, or will adjourn or postpone) the Court Meeting, the Offeree General Meeting or the Court Sanction Hearing to a date which is later than the latest date permitted by the Conditions set out in paragraphs 2.1(ii), 2.2(ii) or 2.3(ii) of Part A of Appendix A to the Rule 2.7 Announcement, respectively, in each case without the consent of the Offeror, except where such delay or adjournment is solely caused by logistical or practical reasons beyond the Offeree's reasonable control;
(c)    (other than where a Switch has occurred) the Offeree Board Recommendation is not included in the Scheme Document or (if different) the document convening the Offeree General Meeting;
(d)    the Offeree Board otherwise publicly withdraws, adversely modifies or qualifies the Offeree Board Recommendation (or makes an announcement that it intends to do so), provided that, for the avoidance of doubt, the issue of any holding statement by the Offeree following a change of circumstances shall not constitute such a withdrawal or adverse modification or qualification, so long as any such holding statement contains an express statement that such recommendation is not withdrawn or adversely modified or qualified;
(e)    if the Offeree makes an announcement that the Offeree Board recommends, or intends or is minded to recommend, any Competing Proposal, or the Offeree announces that it has entered into or consummated a Competing Proposal; or
(f)    the Offeree Board announces the entry into by the Offeree of any transaction which would constitute or result in (i) a reverse takeover of the Offeree or (ii) a fundamental change in the business of the Offeree, in each case for the purposes of the AIM Rules; or
(f)    if, after the approval of the Offeree Resolutions, the Offeree announces that it will not implement the Scheme (other than: (i) in connection with an announcement of an offer or revised offer by the Offeror for the Offeree; or (ii) because a Condition to the Acquisition has failed or become incapable of fulfilment);
“Offeree EBT”: H&T Group plc Employee Benefit Trust;




“Offeree General Meeting”: the general meeting of the Offeree to be convened in connection with the Scheme, notice of which will be set out in the Scheme Document, including any adjournment thereof;
“Offeree Group”: the Offeree and its subsidiaries and subsidiary undertakings, and “member of the Offeree Group” shall be construed accordingly;
“Offeree Remuneration Committee”: the remuneration committee of the Offeree Board;
“Offeree Representative”: has the meaning given to it in clause 12.3;
“Offeree Resolutions”: such shareholder resolutions of the Offeree as are necessary to approve, implement and effect the Scheme and the Acquisition and related changes to the Offeree's articles of association (including, for the avoidance of doubt, the resolution to approve the Scheme at the Court Meeting and the resolutions to be proposed at the Offeree General Meeting);
“Offeree Share Plan”: the H&T Performance Share Plan;
“Offeree Shareholders”: the holders of Offeree Shares from time to time;
“Offeree Shares”: the ordinary shares of 5 pence each in the capital of the Offeree;
“Offeror Directors”: the directors of the Offeror from time to time;
“Offeror Group”: FirstCash and its subsidiaries and subsidiary undertakings (including the Offeror), and “member of the Offeror Group” shall be construed accordingly;
“Offeror Responsible Persons”: the Offeror Directors and any other person required by the Panel pursuant to Rule 19.2 of the Code to take responsibility for the information in the Offer Document or the Scheme Document for which an offeror is required to accept responsibility under the Code;
“Panel”: the Panel on Takeovers and Mergers;
“Permitted Dividend”: has the meaning given to it in clause 9.1;
“Regulatory Authority”: any central bank, ministry, government or governmental, quasi-governmental (including the European Union), supranational, statutory, regulatory or investigative body or authority or tribunal (including any national or supranational anti-trust, competition or merger control authority, any sectoral ministry or regulator and any foreign or national security investment review body), any national, state, municipal or local government (including any subdivision, court, tribunal, administrative agency or commission or other authority thereof), any entity owned or controlled by them, any private body exercising any regulatory, taxing, importing or other authority, any trade agency, association, institution, any professional or environmental body or any other body or person in any jurisdiction, including, for the avoidance of doubt, the FCA and the CMA, but excluding the Panel;
“Regulatory Conditions”: the Conditions set out in paragraphs 3 and 4 of Part A of Appendix A to the Rule 2.7 Announcement;
“Regulatory Filings”: all approvals, consents, clearances, determinations, permissions, confirmations, comfort letters and waivers that may need to be obtained, all filings, notifications, applications or submissions (including draft versions, as required, and Briefing Papers) that may need to be made and all waiting periods that may need to have expired, from or under any Laws or practices applied by any Regulatory Authority (or under any agreements or arrangements to which any Regulatory Authority is a party), in each case that are necessary or advisable to satisfy the Regulatory Conditions so as to enable the Effective




Date to occur by the Long-Stop Date; and any reference to any Regulatory Conditions having been satisfied shall be construed as meaning that the foregoing has been obtained, or where relevant, made or expired;
“Regulatory Information Service”: any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements;
“Remedies”: any conditions, obligations, measures, commitments, modifications, undertakings, remedies (including disposals and any pre-divestiture reorganisations) or assurances (financial or otherwise) offered or required in connection with the satisfaction of the CMA Condition;
“Rule 2.7 Announcement”: the announcement detailing the terms and conditions of the Acquisition to be made pursuant to Rule 2.7 of the Code, in substantially the form set out in schedule 1;
“Scheme”: the scheme of arrangement proposed to be made under Part 26 of the Companies Act between the Offeree and the Scheme Shareholders to implement the Acquisition, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by the Offeree and the Offeror;
“Scheme Conditions”: the Conditions set out in paragraphs 2.1, 2.2 and 2.3 of Part A of Appendix A to the Rule 2.7 Announcement;
“Scheme Document”: the document to be sent to (among others) Offeree Shareholders containing and setting out, among other things, the full terms and conditions of the Scheme and containing the notices convening the Court Meeting and the Offeree General Meeting;
“Scheme Record Time”: the time and date specified in the Scheme Document, expected to be 6.00 p.m. London Time on the Business Day immediately prior to the Effective Date;
“Scheme Shareholders”: the holders of Scheme Shares;
“Scheme Shares”: has the meaning given in the Rule 2.7 Announcement;
“Significant Interest”: a direct or indirect interest in 20% or more of the voting equity capital of an undertaking;
“Switch”: has the meaning given in clause 7.1;
“Takeover Offer”: a takeover offer (within the meaning of section 974 of the Companies Act) made by or on behalf of the Offeror to acquire the entire issued and to be issued share capital of the Offeree on the terms and conditions to be set out in the Offer Document, such offer including any subsequent revision, amendment, variation, extension or renewal;
“Undertaking”: has the meaning given in clause 3.9;
“Wider Offeror Group”: FirstCash and the subsidiaries and subsidiary undertakings of FirstCash (including the Offeror) and associated undertakings (including any joint venture, partnership, firm or company) in which FirstCash or any such undertakings (aggregating their interests) have a Significant Interest, and “member of the Wider Offeror Group” shall be construed accordingly; and
“Working Hours”: 9.30 a.m. to 5.30 p.m. in the relevant location on a Business Day.
1.2    In this Agreement (excluding schedule 1), unless the context otherwise requires:




1.2.1    references to this Agreement include this Agreement as amended or supplemented in accordance with its terms;
1.2.2    references to a recital, paragraph, clause or schedule (other than a schedule to a statutory provision) shall refer to those of this Agreement unless stated otherwise;
1.2.3    headings do not affect the interpretation of this Agreement, the singular shall include the plural and vice versa, and references to one gender include all genders;
1.2.4    a reference to any other document referred to in this Agreement is a reference to that other document as amended, varied or supplemented at any time;
1.2.5    the expressions “acting in concert” and “concert parties” shall be construed in accordance with the Code;
1.2.6    “interest” in shares or securities shall be construed in accordance with the Code;
1.2.7    the expressions “subsidiary”, “subsidiary undertaking”, “undertaking” and “associated undertaking” have the meanings given in the Companies Act;
1.2.8    a reference to an enactment or statutory provision shall include a reference to any subordinate legislation made under the relevant enactment or statutory provision and is a reference to that enactment, statutory provision or subordinate legislation as from time to time amended, consolidated, modified, re-enacted or replaced;
1.2.9    references to a “person” include any individual, an individual's executors or administrators, a partnership, a firm, a body corporate (wherever incorporated), an unincorporated association, government, state or agency of a state, local or municipal authority or government body, a joint venture, association, works council or employee representative body (in any case, whether or not having separate legal personality);
1.2.10    reference to a “party or to the “parties” shall mean a party or the parties to this Agreement;
1.2.11    references to time are to London time;
1.2.12    any reference to a “day” (including within the phrase Business Day) shall mean a period of 24 hours running from midnight to midnight;
1.2.13    references to “writing” or “written” means any method of reproducing words in a legible form and shall include email, but shall exclude writing in a transitory form;
1.2.14    references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction;
1.2.15    any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and




1.2.16    references to “£”, “pounds sterling”, “pence” and “p” are references to the lawful currency from time to time of the United Kingdom.
1.3    The schedules form part of this Agreement and shall have the same force and effect as if set out in the body of this Agreement and any reference to this Agreement shall include the schedules.
2    Publication of the Rule 2.7 announcement and the terms of the Acquisition
2.1    The obligations of the parties under this Agreement, other than clause 1, this clause 2, clauses 11 to 18 (inclusive) and clauses 21 to 25 (inclusive), shall be conditional on the release of the Rule 2.7 Announcement via a Regulatory Information Service at or before 5.30 p.m. on the next Business Day following the date of this Agreement, or such later time and date as the parties may agree. This clause 2 and clauses 1, 11 to 18 (inclusive) and 21 to 25 (inclusive) shall take effect on and from execution of this Agreement.
2.2    The principal terms of the Acquisition shall be as set out in the Rule 2.7 Announcement, together with such other terms as may be agreed by the parties in writing (save in the case of an improvement to the terms of the Acquisition, which shall, subject to the requirements of the Code (or as otherwise required by the Panel), be at the absolute discretion of the Offeror) and, where required by the Code, approved by the Panel. The terms of the Acquisition at the date of publication of the Acquisition Document shall be set out in the Acquisition Document.
3    Undertakings in relation to satisfaction of the FCA Change in Control Condition
3.1    Each party undertakes, subject to clause 3.5, to work co-operatively and reasonably with the other party and its advisers to satisfy the FCA Change in Control Condition, or procure that the FCA Change in Control Condition is satisfied, as soon as reasonably practicable and, in any event, in sufficient time to enable the Effective Date to occur by the Long-Stop Date.
3.2    The Offeror undertakes, subject to clause 3.5, to the Offeree:
3.2.1    to prepare and make as promptly as reasonably practicable any Regulatory Filings required to satisfy the FCA Change in Control Condition;
3.2.2    to provide, as promptly as reasonably practicable, such information as any Regulatory Authority may require for the purposes of submitting any Regulatory Filings required to satisfy the FCA Change in Control Condition.
3.3    Except where otherwise required by Law or any Regulatory Authority, the Offeror shall be responsible for the payment of all filing fees required in connection with the Regulatory Filings relating to the FCA Change in Control Condition.
3.4    Save to the extent prohibited by Law or any Regulatory Authority, and subject to clause 3.5:
3.4.1    the Offeree undertakes to the Offeror that it shall provide, as soon as reasonably practicable following any request for the same:
3.4.1.1    such information and assistance to the Offeror and its agents and advisers as may be reasonably required to satisfy the FCA Change in Control Condition, taking into account all applicable waiting periods, or for inclusion in any responses to any requests for further information consequent upon any Regulatory Filing required to satisfy the FCA Change in Control Condition; and




3.4.1.2    all such other assistance to the Offeror and its agents and advisers as may reasonably be required for the purposes of satisfying the FCA Change in Control Condition (including assistance in connection with any pre-notification contacts with any Regulatory Authority as the Offeror and the Offeree agree (each acting reasonably) are desirable or appropriate in the circumstances); and
3.4.2    each party undertakes to the other to ensure that all information necessary for the making of (or responding to any requests for further information consequent upon) any Regulatory Filings or that is otherwise required for the purposes of satisfying the FCA Change in Control Condition, and that is in the possession of, or is reasonably obtainable by such party (including from third parties through the reasonable exercise of contractual rights or securities ownership) is supplied accurately and as promptly as reasonably practicable.
3.5    For the purposes of this clause 3, the parties acknowledge that:
3.5.1    a party shall not be in breach of this clause 3 as a consequence of any inaccuracies in any information originating from a third party (being a person other than a member, officer or employee of the Offeror Group or the Offeree Group);
3.5.2    such information and assistance will be supplied in a manner that would preserve applicable legal professional privilege; and
3.5.3    the provision of information is subject to clause 3.8.
3.6    Except to the extent that to do so is prohibited by any Regulatory Authority or by Law and subject to clause 3.5:
3.6.1    the Offeror, to the extent required by clause 3.2, shall submit any draft Regulatory Filings (as required) to any Regulatory Authority in connection with the satisfaction of the FCA Change in Control Condition as soon as is reasonably practicable, subject to each party complying in full with the obligation in clause 3.6.2;
3.6.2    each party shall provide in a timely manner such cooperation as is reasonably required by the other party in connection with the preparation of all draft Regulatory Filings (as required) referred to in clause 3.6.1 and in relation to the satisfaction of the FCA Change in Control Condition (including at any pre-notification stage);
3.6.3    the Offeror shall provide, or procure the provision of, copies of all Regulatory Filings material correspondence and material communications (including, in the case of material non-written communications, reasonably detailed summaries of such communications) intended to be sent or communicated to any Regulatory Authority in relation to satisfying the FCA Change in Control Condition (including at any pre-notification stage) to the Offeree and its legal advisers at such time as will allow the Offeree a reasonable opportunity to provide comments on such Regulatory Filings, material correspondence and material communications before they are submitted, sent or made, and the Offeror shall provide the Offeree with copies of all such Regulatory Filings, material correspondence and material communications in the form finally submitted or sent (including, in the case of material non-written communications, reasonably detailed summaries of such communications);




3.6.4    the Offeror shall have regard in good faith to, but shall not be obliged to accept, any reasonable comments made in a timely manner by the Offeree on copies of the Regulatory Filings, material correspondence and material communications provided pursuant to clause 3.6.3;
3.6.5    each party shall notify the other party, and provide copies or reasonably detailed summaries of such communications (where appropriate), in a timely manner of any material correspondence or material communication received from any Regulatory Authority in relation to any Regulatory Filings (including at any pre-notification stage) relating to the FCA Change in Control Condition;
3.6.6    the Offeror shall keep the Offeree reasonably informed as to the progress of any Regulatory Filings submitted pursuant to clause 3.6.1 and will reasonably consider requests by the Offeree and/or its advisers:
3.6.6.1    to attend any meeting or material call with any Regulatory Authority or other persons or bodies (unless prohibited by the Regulatory Authority or by Law) relating to any Regulatory Filings (including at any pre-notification stage) relating to the FCA Change in Control Condition; and
3.6.6.2    to make reasonable oral submissions at any such meeting or call; and
3.6.7    where reasonably requested by a party, and insofar as permitted by any Regulatory Authority, the other party shall make available appropriate representatives for meetings and calls with the Regulatory Authority in connection with the Regulatory Filings (including at any pre-notification stage) relating to the FCA Change in Control Condition.
3.7    Each party undertakes to keep the other party informed as soon as reasonably practicable of:
3.7.1    developments which are relevant and material to the satisfaction of the FCA Change in Control Condition; and
3.7.2    the satisfaction, waiver or rejection of the FCA Change in Control Condition.
3.8    If a provision of this Agreement obliges a party (the “Disclosing Party”) to disclose any information to the other in connection with the satisfaction of the FCA Change in Control Condition:
3.8.1    that is personally identifiable information of a shareholder, investor, member, limited partner, director, officer, manager or employee of the Disclosing Party or any member of the Offeror Group (if the Offeror is the Disclosing Party) or any member of the Offeree Group (if the Offeree is the Disclosing Party) (as the case may be) or any of their respective affiliates, unless that information can reasonably be anonymised (in which case the Disclosing Party shall provide the relevant information on an anonymous basis);
3.8.2    which the Disclosing Party reasonably considers to be commercially or competitively sensitive;
3.8.3    which the Disclosing Party is prohibited from disclosing by Law or the terms of an existing contract; or
3.8.4    where such disclosure would result in the loss of privilege that subsists in relation to such information (including legal professional privilege),




then the Disclosing Party shall, to the extent permitted by Law, disclose the relevant information: (a) to the other party pursuant to appropriate arrangements as may be agreed between the parties to ensure compliance with Law (including, as applicable, competition Law and the practices of any Regulatory Authority or the Panel); (b) to the other party’s legal counsel and, to the extent reasonably necessary, its other advisers on an “external counsel only” basis (where applicable, in accordance with the requirements of Practice Statement No 30 published by the Panel); or (c) where disclosure in a manner contemplated by this Agreement would reasonably be expected to have a material adverse effect on the Disclosing Party’s legitimate business interest, directly to the Regulatory Authority or the Panel (and in such circumstances, the Disclosing Party shall to the extent reasonably practicable provide, or procure the provision of, to the other party a redacted version of such information).
3.9    Notwithstanding any other provision of this Agreement to the contrary, nothing contained in this Agreement shall require the Offeror or a member of the Wider Offeror Group (or any other person acting in concert or deemed to be acting in concert with the Offeror) or any of their respective affiliates to offer, accept, or agree to any (behavioural or structural) commitments, conditions, obligations, undertakings and/or modifications or take any other step (each an “Undertaking”) necessary to satisfy the FCA Change in Control Condition where that Undertaking would relate in any manner to: (x) any undertaking, business, activities or assets of any undertaking that is controlled by the Offeror or any member of the Wider Offeror Group or any of their respective affiliates or in which any of them is invested; or (y) the Offeree Group, or where that Undertaking would require the Offeror or any member of the Wider Offeror Group to make any additional payment beyond those provided for by the Rule 2.7 Announcement, this Agreement and the relevant Acquisition Document.
3.10    For the avoidance of doubt, nothing in this clause 3 shall apply to the satisfaction of the CMA Condition, in respect of which clause 4 shall apply exclusively.
4    Undertakings in relation to satisfaction of the CMA Condition
4.1    The Offeror undertakes to the Offeree to take all such actions as are necessary to satisfy the CMA Condition as soon as reasonably practicable following the date of this Agreement and in any event in sufficient time to enable the Effective Date to occur by the Long-Stop Date, and this shall include the Offeror offering (and not withdrawing) agreeing and executing any Remedies that are required or can reasonably be expected to be required to satisfy the CMA Condition to enable the Effective Date to occur by the Long-Stop Date.
4.2    Without prejudice to the generality of clause 4.1:
4.2.1    the Offeror undertakes to the Offeree:
4.2.1.1    to prepare and submit or procure to be submitted to the Regulatory Authorities:
(i)    a Briefing Paper by no later than the 10th Business Day following the date of this Agreement; and
(ii)    any other Regulatory Filings that are necessary or advisable to satisfy the CMA Condition to enable the Effective Date to occur by the Long-Stop Date as soon as reasonably practicable after the date of this Agreement and within any applicable mandatory time periods; and
4.2.1.2    to provide any additional information requested by a Regulatory Authority in connection therewith as soon as practicable after receipt of such request and in any event




before any deadline or due date imposed by applicable Law; and
4.2.2    each party undertakes to work co-operatively and reasonably with the other party and its advisers to satisfy the CMA Condition, or procure that the CMA Condition is satisfied, in sufficient time to enable the Effective Date to occur by the Long-Stop Date.
4.3    Except where otherwise required by Law or any Regulatory Authority, the Offeror shall be responsible for the payment of all filing fees required in connection with the Regulatory Filings relating to the CMA Condition.
4.4    Save to the extent prohibited by Law or any Regulatory Authority, and subject to clause 4.5:
4.4.1    the Offeree undertakes to the Offeror that it shall provide, as soon as reasonably practicable following any request for the same:
4.4.1.1    such information and assistance to the Offeror and its agents and advisers as may be reasonably required to satisfy the CMA Condition, taking into account all applicable waiting periods, or for inclusion in any responses to any requests for further information consequent upon any Regulatory Filing required to satisfy the CMA Condition; and
4.4.1.2    all such other assistance to the Offeror and its agents and advisers as may reasonably be required for the purposes of satisfying the CMA Condition (including assistance in connection with any pre-notification contacts with any Regulatory Authority as the Offeror and the Offeree agree (each acting reasonably) are desirable or appropriate in the circumstances); and
4.4.2    each party undertakes to the other to ensure that all information necessary for the making of (or responding to any requests for further information consequent upon) any Regulatory Filings or that is otherwise required for the purposes of satisfying the CMA Condition, and that is in the possession of, or is reasonably obtainable by such party (including from third parties through the reasonable exercise of contractual rights or securities ownership) is supplied accurately and as promptly as reasonably practicable.
4.5    For the purposes of this clause 4, the parties acknowledge that:
4.5.1    a party shall not be in breach of this clause 4 as a consequence of any inaccuracies in any information originating from a third party (being a person other than a member, officer or employee of the Offeror Group or the Offeree Group);
4.5.2    such information and assistance will be supplied in a manner that would preserve applicable legal professional privilege; and
4.5.3    the provision of information is subject to clause 4.8.
4.6    Except to the extent that to do so is prohibited by any Regulatory Authority or by Law and subject to clause 4.5:
4.6.1    each party shall provide in a timely manner such cooperation as is reasonably required by the other party in connection with the preparation of all Regulatory




Filings (as required) to any Regulatory Authority in connection with the satisfaction of the CMA Condition (including at any pre-notification stage);
4.6.2    the Offeror shall provide, or procure the provision of, copies of all Regulatory Filings material correspondence and material communications (including, in the case of material non-written communications, reasonably detailed summaries of such communications) intended to be sent or communicated to any Regulatory Authority in relation to satisfying the CMA Condition (including at any pre-notification stage) to the Offeree and its legal advisers at such time as will allow the Offeree a reasonable opportunity to provide comments on such Regulatory Filings, material correspondence and material communications before they are submitted, sent or made, and the Offeror shall provide the Offeree with copies of all such Regulatory Filings, material correspondence and material communications in the form finally submitted or sent (including, in the case of material non-written communications, reasonably detailed summaries of such communications);
4.6.3    the Offeror shall have regard in good faith to, but shall not be obliged to accept, any reasonable comments made in a timely manner by the Offeree on copies of the Regulatory Filings, material correspondence and material communications provided pursuant to clause 4.6.2;
4.6.4    each party shall notify the other party, and provide copies or reasonably detailed summaries of such communications (where appropriate), in a timely manner of any material correspondence or material communication received from any Regulatory Authority in relation to any Regulatory Filings (including at any pre-notification stage) relating to the CMA Condition;
4.6.5    the Offeror shall keep the Offeree reasonably informed as to the progress of any Regulatory Filings submitted in connection with the satisfaction of the CMA Condition and shall give the Offeree reasonable notice of any meetings, hearings or scheduled telephone calls, other than those of an administrative nature, with any Regulatory Authority, and enable the Offeree and/or its advisers to attend and make reasonable oral submissions during any such material meetings, hearings or telephone calls (provided such oral submissions have been discussed by the parties in advance) and, where such attendance and participation is not permitted by applicable Law or the Regulatory Authority, to provide, to the extent so permitted, the Offeree with a reasonably detailed written summary of such meeting, hearing or telephone call as soon as reasonably practicable following the meeting, hearing or telephone call;
4.6.6    where reasonably requested by a party, and insofar as permitted by any Regulatory Authority, the other party shall make available appropriate representatives for meetings and calls with the Regulatory Authority in connection with the Regulatory Filings (including at any pre-notification stage) relating to the CMA Condition; and
4.6.7    the Offeror shall not withdraw any Regulatory Filing made to any Regulatory Authority in connection with the CMA Condition without the prior written consent of the Offeree.
4.7    Each party undertakes to keep the other party informed as soon as reasonably practicable of:
4.7.1    developments which are relevant and material to the satisfaction of the CMA Condition; and
4.7.2    the satisfaction, waiver or rejection of the CMA Condition.




4.8    If a provision of this Agreement obliges a party (the “Disclosing Party”) to disclose any information to the other in connection with the satisfaction of the CMA Condition:
4.8.1    that is personally identifiable information of a shareholder, investor, member, limited partner, director, officer, manager or employee of the Disclosing Party or any member of the Offeror Group (if the Offeror is the Disclosing Party) or any member of the Offeree Group (if the Offeree is the Disclosing Party) (as the case may be) or any of their respective affiliates, unless that information can reasonably be anonymised (in which case the Disclosing Party shall provide the relevant information on an anonymous basis);
4.8.2    which the Disclosing Party reasonably considers to be commercially or competitively sensitive;
4.8.3    which the Disclosing Party is prohibited from disclosing by Law or the terms of an existing contract; or
4.8.4    where such disclosure would result in the loss of privilege that subsists in relation to such information (including legal professional privilege),
then the Disclosing Party shall, to the extent permitted by Law, disclose the relevant information: (a) to the other party pursuant to appropriate arrangements as may be agreed between the parties to ensure compliance with Law (including, as applicable, competition Law and the practices of any Regulatory Authority or the Panel); (b) to the other party’s legal counsel and, to the extent reasonably necessary, its other advisers on an “external counsel only” basis (where applicable, in accordance with the requirements of Practice Statement No 30 published by the Panel); or (c) where disclosure in a manner contemplated by this Agreement would reasonably be expected to have a material adverse effect on the Disclosing Party’s legitimate business interest, directly to the Regulatory Authority or the Panel (and in such circumstances, the Disclosing Party shall to the extent reasonably practicable provide, or procure the provision of, to the other party a redacted version of such information).
4.9    The Offeror shall not, without the prior written consent of the Offeree elect to notify the Acquisition to the CMA under section 96 of the Enterprise Act 2002, save that the Offeror shall not require the Offeree’s prior written consent where a Briefing Paper has previously been submitted by the Offeror to the CMA and the CMA has requested that the Acquisition is notified under section 96 of the Enterprise Act 2002.
4.10    The Offeror shall not, and shall procure that no member of the Wider Offeror Group (or any other person acting in concert or deemed to be acting in concert with the Offeror) or any of their respective affiliates take, or omit to take, or permit or cause to be taken or omitted to be taken, any action, or enter into any acquisition, transaction, or other arrangement, which would, or would be reasonably likely to, have the effect of preventing, impeding, materially delaying or materially prejudicing the satisfaction of the CMA Condition.
4.11    For the avoidance of doubt, nothing in this clause 4 shall apply to the satisfaction of the FCA Change in Control Condition, in respect of which clause 3 shall apply exclusively.
5    Scheme document
5.1    Where the Acquisition is being implemented by way of the Scheme, the Offeror agrees:
5.1.1    to provide as soon as reasonably practicable to the Offeree all such information about itself, its directors, its concert parties and the Offeror Group (and, to the extent required by the Panel, any other person connected with the Offeror) as may reasonably be requested and which is required by the Offeree (having regard to the Code and other Law) for inclusion in the Scheme Document;




5.1.2    to provide as soon as reasonably practicable to the Offeree all such other assistance and access as may reasonably be required in connection with the preparation of the Scheme Document and any other document required under the Code or by other Law to be published in connection with the Scheme, including access to, and ensuring the provision of reasonable assistance by, the Offeror’s relevant professional advisers; and
5.1.3    to procure that the Offeror Responsible Persons accept responsibility, in the terms required by the Code, for all the information (including any expressions of opinion) in the Scheme Document and any other document required under the Code or by other Law to be published in connection with the Scheme for which an offeror is required to accept responsibility under applicable Law or the Code.
6    Implementation of the Acquisition
6.1    The Offeror acknowledges and agrees that the expected timetable for implementation of the Acquisition will be contained in the Scheme Document, subject to any revisions required as a result of the availability of Court Sanction Hearing dates.
6.2    Where the Acquisition is being implemented by way of the Scheme:
6.2.1    the Offeror undertakes that, by no later than 11.59 p.m. on the Business Day immediately preceding the Court Sanction Hearing, it shall deliver a notice in writing to the Offeree either:
6.2.1.1    confirming the satisfaction or waiver of all Conditions (other than the Condition set out in paragraph 2.3 of Part A of Appendix A to the Rule 2.7 Announcement); or
6.2.1.2    confirming its intention to invoke a Condition (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which the Offeror reasonably considers entitles it to invoke the Condition; and
6.2.2    in circumstances in which the Offeror confirms the satisfaction or waiver of all Conditions (other than the Condition set out in paragraph 2.3 of Part A of Appendix A to the Rule 2.7 Announcement) as contemplated by clause 6.2.1.1, the Offeror shall instruct counsel to appear on its behalf at the Court Sanction Hearing and undertake to the Court to be bound by the terms of the Scheme in so far as it relates to the Offeror and to the extent that all the Conditions (other than the Condition set out in paragraph 2.3 of Part A of Appendix A to the Rule 2.7 Announcement) have been satisfied or waived prior to or on the date of the Court Sanction Hearing.
7    Switching to a Takeover Offer
7.1    The parties intend that the Acquisition will be implemented by way of the Scheme. However, the Offeror shall be entitled, with the consent of the Panel, to implement the Acquisition by way of the Takeover Offer rather than the Scheme (such election being a “Switch”) if (and only if):
7.1.1    the Offeree provides its prior written consent, such consent not to be unreasonably withheld, delayed or conditioned (such election being an “Agreed Switch”);




7.1.2    a third party announces a possible offer under Rule 2.4 of the Code for all or part of the issued and to be issued share capital of the Offeree;
7.1.3    a third party announces pursuant to Rule 2.7 of the Code a firm intention to make an offer for all or part of the issued and to be issued ordinary share capital of the Offeree;
7.1.4    an Offeree Board Recommendation Change occurs;
7.1.5    any person (other than Bidco or any person acting in concert with Bidco for the purposes of the Acquisition) acquires an interest in securities of the Offeree which represent the higher of:
7.1.5.1    15% or more of the voting rights (as defined in the Code) in the Offeree; and
7.1.5.2    5% or more of the voting rights (as defined in the Code) in the Offeree in excess of the percentage of such voting rights attaching to those securities in the Offeree in which the relevant person was interested as at the date of this Agreement; or
7.1.6    either:
7.1.6.1    the Court Meeting is not held on or before the 22nd day after the expected date of such meeting as set out in the Scheme Document (or such later date, if any: (a) as the Offeror and the Offeree may agree; or (b) (in a competitive situation) as may be specified by the Offeror with the consent of the Panel, and in each case that (if so required) the Court may allow); or
7.1.6.2    the Offeree General Meeting is not held on or before the 22nd day after the expected date of such meeting as set out in the Scheme Document (or such later date, if any: (a) as the Offeror and the Offeree may agree; or (b) (in a competitive situation) as may be specified by the Offeror with the consent of the Panel, and in each case that (if so required) the Court may allow).
7.2    In the event of an Agreed Switch, unless otherwise agreed with the Offeree or required by the Panel, the parties agree that:
7.2.1    the Offeror shall:
7.2.1.1    discuss any announcements relating to the Agreed Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Agreed Switch with the Offeree in a timely manner;
7.2.1.2    prepare, as soon as reasonably practicable, the Offer Document and related form of acceptance;
7.2.1.3    consult with the Offeree as to the timing of the publication of the Offer Document and related form of acceptance; and
7.2.1.4    consult with the Offeree as to the form and content of the Offer Document and related form of acceptance;




7.2.2    the Acceptance Condition shall be set at 90% of the Offeree Shares to which the Takeover Offer relates (or such other percentage as may be agreed between the parties in writing, after, to the extent necessary, consultation with the Panel, being in any case more than 50% of the Offeree Shares);
7.2.3    the Offeror shall not take any action which would cause the Takeover Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of the Acceptance Condition, prior to midnight on the 60th day after publication of the Offer Document (or such later date as is set in accordance with Rule 31.3 of the Code) (“Day 60”), including by publishing an acceptance condition invocation notice under Rule 31.6 of the Code or specifying in the Offer Document an unconditional date which is earlier than Day 60, and the Offeror shall ensure that the Takeover Offer remains open for acceptances until such time;
7.2.4    the Offeror shall not, without the prior written consent of the Offeree, make any acceleration statement (as defined in the Code) unless:
7.2.4.1    all of the Conditions (other than the Acceptance Condition) have been satisfied or waived (if capable of waiver);
7.2.4.2    the acceleration statement contains no right for the Offeror to set the statement aside (except with the prior written consent of the Offeree); and
7.2.4.3    the Offeror undertakes to the Offeree not to take any action or step otherwise to set the acceleration statement aside;
7.2.5    if:
7.2.5.1    at any time during the period between the publication of the Offer Document and 5.00 p.m. on the second day prior to Day 39, it becomes reasonably expected that any outstanding Regulatory Condition is not likely to be satisfied (or waived) prior to Day 60; or
7.2.5.2    by 5.00 p.m. on the ninth day prior to Day 39, any outstanding Regulatory Condition has not been satisfied (or waived),
in each case, the Offeror shall promptly consult with the Offeree as to whether a suspension to the offer timetable should be sought pursuant to Rule 31.4(a) of the Code and, if agreed between the Offeror and the Offeree, seek, jointly with the Offeree, the consent of the Panel to suspend the offer timetable no later than the date falling on the second day prior to Day 39;
7.2.6    the Offeror shall ensure that the only conditions to the Takeover Offer shall be the Conditions, subject to replacing the Scheme Conditions with the Acceptance Condition and any other modifications or amendments to the Conditions as may be required by the Panel or agreed in writing between the parties or which is necessary as a result of an Agreed Switch or to comply with applicable Law;
7.2.7    the Offeror shall keep the Offeree informed, on a confidential basis and as soon as reasonably practicable following receipt of a written request from the Offeree, of the number of Offeree Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders and the number of Offeree Shares to which such forms relate; and




7.2.8    all provisions of this Agreement (other than this clause 7) relating to the Scheme, the Scheme Document and its implementation shall apply to the Takeover Offer or its implementation mutatis mutandis.
8    Offeree Share Plan
8.1    The parties agree that the provisions of schedule 2 with respect to the Offeree Share Plan shall be implemented in accordance with that schedule.
8.2    The parties agree that if the Acquisition is implemented by way of the Scheme, the timetable for its implementation shall be fixed so as to enable awards under the Offeree Share Plan which provide for exercise on the Court Sanction Hearing date to be exercised in sufficient time to enable the resulting Scheme Shares to be bound by the Scheme on the same terms as Offeree Shares held by the Offeree Shareholders.
9    Dividends
9.1    The parties agree that the Offeree Shareholders shall be entitled to receive and retain the final dividend of 11 pence per Offeree Share due to be paid on 27 June 2025, subject to approval by Offeree Shareholders on 15 May 2025 (the “Permitted Dividend”).
9.2    If, on or after the date of this Agreement and prior to the Effective Date, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of Offeree Shares (other than the Permitted Dividend), or if the Permitted Dividend exceeds 11 pence per Offeree Share, the Offeror will reduce the consideration payable under the terms of the Acquisition by an amount per Offeree Share up to the amount of such dividend and/or distribution and/or return of capital or value (or, in the case of the Permitted Dividend, by the amount in excess of 11 pence per Offeree Share).
9.3    If the Offeror reduces the consideration payable under the terms of the Acquisition in the manner referred to in clause 9.2:
9.3.1    any reference in the Rule 2.7 Announcement or in the Acquisition Document to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced; and
9.3.2    Offeree Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made or paid.
10    Termination
10.1    Subject to clauses 10.2 and 10.3, this Agreement shall terminate and all obligations of the parties under this Agreement shall cease, as follows:
10.1.1    if agreed in writing between the parties, at any time prior to the Effective Date;
10.1.2    if the Rule 2.7 Announcement is not released at or before the time specified in clause 2.1 (unless prior to that time the Offeree and the Offeror have agreed another time and date in accordance with that clause);
10.1.3    if an Offeree Board Recommendation Change occurs;
10.1.4    if, prior to the Long-Stop Date, either:
10.1.4.1    any Condition which has not been waived is (or has become) incapable of satisfaction by the Long-Stop Date and, notwithstanding that the Offeror has the right to waive such Condition, the Offeror will not do so; or




10.1.4.2    any Condition which is incapable of waiver is incapable of satisfaction by the Long-Stop Date,
in each case in circumstances where the invocation of the relevant Condition (or confirmation that the Condition is incapable of satisfaction, as appropriate) has been (i) permitted by the Panel and (ii) notified by the Offeror or Offeree in writing;
10.1.5    if: (i) a Competing Proposal is recommended by the Offeree Board; or (ii) a Competing Proposal completes, becomes effective or is declared or becomes unconditional;
10.1.6    if the Scheme is not approved by Scheme Shareholders at the Court Meeting or if the Offeree Shareholders do not approve the Offeree Resolutions at the Offeree General Meeting or the Court refuses to sanction the Scheme and the Offeror has not elected, in accordance with clause 7, to implement the Acquisition by means of a Takeover Offer;
10.1.7    if the Acquisition (whether implemented by way of the Scheme or a Takeover Offer) is, with the permission of the Panel, terminated, withdrawn or lapses in accordance with its terms prior to the Long-Stop Date (other than where such lapse or withdrawal is as a result of the exercise of the Offeror’s right to effect a Switch in accordance with the terms of this Agreement); or
10.1.8    unless otherwise agreed by the Offeree and the Offeror in writing, if the Effective Date has not occurred on or before the Long-Stop Date.
10.2    Termination of this Agreement shall be without prejudice to the rights of the parties which have arisen prior to termination, including any claim in respect of a breach of this Agreement.
10.3    Clauses 14 to 18 (inclusive), clauses 21 to 25 (inclusive), this clause 10 and all related provisions of clause 1 shall survive termination of this Agreement.
11    Code obligations
11.1    Nothing in this Agreement shall in any way limit the parties’ obligations under the Code, and any uncontested rulings of the Panel as to the application of the Code in conflict with the terms of this Agreement shall take precedence over such terms of this Agreement.
11.2    The parties agree that, if the Panel determines that any provision of this Agreement that requires the Offeree to take or not to take any action, whether as a direct obligation or as a condition to any other person's obligation (however expressed), is not permitted by Rule 21.2 of the Code, that provision shall have no effect and shall be disregarded.
11.3    Nothing in this Agreement shall oblige the Offeree or any director of the Offeree to recommend any Takeover Offer or any Scheme proposed by the Offeror or any member of the Wider Offeror Group.
11.4    Without prejudice to the representations and warranties given by the parties pursuant to clause 12, nothing in this Agreement shall be taken to restrict the directors of any member of the Offeree Group or the Wider Offeror Group from complying with applicable Law, orders of court or regulations, including the Code, the AIM Rules and the rules and regulations of the Panel, the London Stock Exchange, the Securities and US Securities and Exchange Commission and the FCA.




12    Representations and warranties
12.1    Each party represents and warrants to the other party on the date of this Agreement that:
12.1.1    it has the requisite power and authority to enter into and perform its obligations under this Agreement;
12.1.2    this Agreement constitutes its binding obligations in accordance with its terms; and
12.1.3    the execution and delivery of, and performance of its obligations under, this Agreement will not:
12.1.3.1    result in any breach of any provision of its constitutional documents;
12.1.3.2    result in a breach of, or constitute a default under, any instrument which is material in the context of the Acquisition to which it is a party or by which it is bound; or
12.1.3.3    result in a breach of any order, judgment, or decree of any court or governmental agency to which it is a party or by which it is bound.
12.2    Neither party shall have any claim against the other party pursuant to clause 12.1 for misrepresentation or breach of warranty after the Effective Date (without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement).
12.3    The Offeror acknowledges and agrees that any information and/or assistance provided by any of the directors, officers, employees or advisers of the Offeree (each an “Offeree Representative”) to it and/or any member of the Wider Offeror Group or any of their respective directors, officers, employees or advisers, whether before, on or after the date of this Agreement:
12.3.1    pursuant to the obligations of the Offeree under or otherwise in connection with this Agreement; or
12.3.2    in connection with the Acquisition,
shall in each case be (and have been) given on the basis that the relevant Offeree Representative shall not incur any liability, whether in contract, tort (including negligence) or otherwise, in respect of any loss or damage that the Offeror or any member of the Wider Offeror Group or any of their respective directors, officers, employees or advisers may suffer as a result of the provision of any such information and/or assistance, save in each case for loss or damage to the extent resulting from the fraud, fraudulent misstatement or fraudulent misrepresentation of the relevant Offeree Representative.
13    Entire agreement
13.1    Without prejudice to the terms of the Rule 2.7 Announcement or the Acquisition Document, this Agreement, together with the Confidentiality Agreement, set out the entire agreement between the parties relating to the Acquisition and supersede any previous draft, agreement, arrangement or understanding, whether in writing or not, relating to the Acquisition.
13.2    Each party acknowledges that in entering into this Agreement it is not relying upon any pre-contractual statement that is not set out in this Agreement or the Confidentiality Agreement.




13.3    Except in the case of fraud, fraudulent misstatement or fraudulent misrepresentation, no party shall have any right of action against any other party to this Agreement arising out of or in connection with any pre-contractual statement except to the extent that it is repeated in this Agreement or the Confidentiality Agreement.
13.4    For the purposes of this clause, “pre-contractual statement” means any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing, relating to the subject matter of this Agreement or the Confidentiality Agreement made or given by any person at any time prior to the entry into of this Agreement.
13.5    Nothing in this Agreement shall limit any liability for (or remedy in respect of) fraud, fraudulent misstatement or fraudulent misrepresentation.
13.6    Each party agrees to the terms of this clause 13 on its own behalf.
14    Costs
Each party shall pay its own Costs incurred in connection with the Acquisition including in connection with negotiating, preparing and completing this Agreement and the other documents referred to in this Agreement and/or which are ancillary or incidental to it.
15    Assignment
Unless the parties specifically agree in writing, no person shall assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or interest in it.
16    Notices
16.1    Any notice to be given by one party to the other party in connection with this Agreement shall be in writing in English and signed by or on behalf of the party giving it. It shall be delivered by hand, e-mail, registered post or courier using an internationally recognised courier company to the address or e-mail address specified for the relevant party in clause 16.3.
16.2    A notice shall be effective upon receipt and shall be deemed to have been received:
16.2.1    at the time of delivery, if delivered by hand, registered post or courier; or
16.2.2    at the time of transmission if delivered by e-mail, in the absence of any delivery failure notification.
Where delivery occurs outside Working Hours in the place of receipt, notice shall be deemed to have been received at the start of Working Hours on the next following Business Day.
16.3    The addresses and e-mail addresses of the parties for the purpose of clause 16.1 are:
16.3.1    Offeror
Address:
10 Cursitor Street, London, EC4A 1LT
E-mail:
For the attention of:
R. Douglas Orr





With a copy (which shall not constitute notice) to each of:
Address:
Alston & Bird LLP, One Atlantic Center, 1201 West Peachtree Street, Suite 4900, Atlanta, GA 30309, United States of America
E-mail:
For the attention of:
Kyle G. Healy

and
Address:
Macfarlanes LLP, 20 Cursitor Street, London, EC4A 1LT, United Kingdom
E-mail:
For the attention of:
Tom Rose and Max Mittasch

16.3.2    Offeree
Address:
Harvey & Thompson Ltd, Times House, Throwley Way, Sutton, Surrey, SM1 4AF
E-mail:
For the attention of:
Fiona Woolfe
With a copy (which shall not constitute notice) to:
Address:
Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU
E-mail:
For the attention of:
Charles Bond
16.4    Each party shall notify the other party in writing of any change to its details in clause 16.3 from time to time.
17    Waivers, rights and remedies
17.1    The rights and remedies provided for in this Agreement are cumulative and not exclusive of any other rights or remedies, whether provided by applicable Law or otherwise.
17.2    No failure to exercise, or delay in exercising, any right under this Agreement or provided by applicable Law shall affect that right or operate as a waiver of the right. The single or partial exercise of any right under this Agreement or provided by applicable Law shall not preclude any further exercise of it.




17.3    Without prejudice to any other rights or remedies that the other party may have, each party acknowledges and agrees that damages may not be an adequate remedy for any breach by it of this Agreement and that accordingly the other party may be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief, or any combination of these remedies, for any threatened or actual breach of this Agreement by any party and no proof of special damages shall be necessary for the enforcement by any party of the rights under this Agreement and no party shall oppose a remedy on the grounds that damages would be an adequate alternative (without prejudice to any right to assert that there has been no breach of the terms of this Agreement).
18    No partnership or agency
No provision of this Agreement creates a partnership, agency, association, joint venture or other co-operative enterprise between the parties or makes a party the agent of the other party for any purpose. A party has no authority or power to bind, to contract in the name of, or to create a liability for the other party in any way or for any purpose.
19    Time of essence
Except as otherwise expressly provided, time shall be of the essence in this Agreement both as regards any dates, times and periods mentioned and as regards any dates, times and periods which may be substituted for them in accordance with this Agreement or by agreement in writing between the Offeror and the Offeree.
20    Further assurance
At its own cost, each party shall (and shall procure that members of the Offeree Group or the Wider Offeror Group (as applicable) shall, and shall use reasonable endeavours to procure that any necessary third party shall) execute such documents and do such acts and things as may be necessary for the purpose of giving the full benefit of this Agreement.
21    Counterparts
This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment or telecopy will be an effective mode of delivery.
22    Variations
22.1    No variation of this Agreement shall be valid unless it is in writing and duly executed by or on behalf of all of the parties to it.
22.2    If this Agreement is varied:
22.2.1    the variation shall not constitute a general waiver of any provisions of this Agreement;
22.2.2    the variation shall not affect any rights, obligations or liabilities under this Agreement that have already accrued up to the date of variation; and
22.2.3    the rights and obligations of the parties under this Agreement shall remain in force, except as, and only to the extent that, they are varied.
23    Invalidity
23.1    Each of the provisions of this Agreement are severable.




23.2    If and to the extent that any provision or part of any provision of this Agreement:
23.2.1    is held to be, or becomes, invalid or unenforceable under the Law of any jurisdiction; but
23.2.2    would be valid, binding and enforceable if some part of the provision were deleted or amended,
then the provision shall apply with the minimum modifications necessary to make it valid, binding and enforceable and neither the validity or enforceability of the remaining provisions of this Agreement, nor the validity or enforceability of that provision under the Law of any other jurisdiction, shall in any way be affected or impaired as a result of this clause 23.2.
24    Third party rights
24.1    Each of the persons to whom clause 12.3 applies may, under the Contracts (Rights of Third Parties) Act 1999, enforce the terms of clause 12.3. This right is subject to:
24.1.1    the rights of the parties to rescind or vary this Agreement without the consent of any other person; and
24.1.2    the other terms and conditions of this Agreement.
24.2    Except as set out in clause 24.1, a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
25    Governing law and jurisdiction
25.1    This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
25.2    The English courts shall have exclusive jurisdiction in relation to all disputes (including claims for set-off and counterclaims) arising out of or in connection with this Agreement, including disputes arising out of or in connection with:
25.2.1    the creation, validity, effect, interpretation, performance or non-performance of, termination or the legal relationships established by, this Agreement; and
25.2.2    any non-contractual obligations arising out of or in connection with this Agreement.
For such purposes each party irrevocably submits to the exclusive jurisdiction of the English courts and waives any objection to the exercise of such jurisdiction. Each party also irrevocably waives any objection to the recognition or enforcement in the courts of any other country of a judgment delivered by an English court exercising jurisdiction pursuant to this clause.
IN WITNESS of which the parties have signed this Agreement as a deed on the date set out above.




SCHEDULE 1
Rule 2.7 Announcement







SCHEDULE 2
The Offeree Share Plan
1    General matters
1.1    The Offeror and the Offeree intend that the following arrangements and acknowledgments will, subject to the Scheme being sanctioned by the Court on the date of the Court Sanction Hearing, apply to the Offeree Share Plan.
1.2    In the event that the Acquisition is effected as a Takeover Offer, any reference in this schedule 2 to the date of the Court Sanction Hearing will be read as if it referred to the date on which the Takeover Offer becomes or is declared unconditional.
1.3    Subject to applicable confidentiality, legal and regulatory requirements, each party will co-operate with the other party in order to facilitate the implementation of the arrangements set out in this schedule 2.
1.4    The Offeror acknowledges that, following prior consultation with the Offeror and having provided the Offeror with reasonable time to review and comment on any draft submission, the Offeree may make any submission to the Panel which it deems necessary to implement the arrangements contemplated by this schedule 2, and the Offeror agrees to co-operate promptly and in good faith in the making of any such submission.
1.5    The satisfaction of any awards described herein will be subject to the usual deductions for applicable taxes and National Insurance contributions and similar social security contributions or deductions.
2    Outstanding Awards
2.1    As at the date of this Agreement, the maximum number of Offeree Shares that may be acquired pursuant to outstanding awards granted under the Offeree Share Plan (“Outstanding Awards”) is as follows:
Name of Plan
Name and type of award
Offeree Shares subject to Outstanding Awards

Performance Share Plan
 
2022 Grant – Nil cost options
125,219
2023 Grant – Nil cost options
349,470
2024 Grant – Nil cost options
443,796
2025 Grant – Nil cost options
470,052
Total
1,388,537

2.2    The Offeree confirms that no dividend equivalents are due pursuant to any of the Outstanding Awards.
3    Operation of Offeree Share Plan
3.1    The Offeror acknowledges that, before the Effective Date, the Offeree may continue to operate the Offeree Share Plan in accordance with the rules of the plan, the Offeree’s normal practice and any other applicable terms, and subject to Rule 21 of the Code.




3.2    For the avoidance of doubt, the operation of the Offeree Share Plan as the Offeree Board (and, where appropriate, the Offeree Remuneration Committee) consider appropriate includes:
3.2.1    determining performance conditions for outstanding awards due to vest (including how any such performance conditions will be tested on or before the Court Sanction Hearing);
3.2.2    determining the timing and extent to which awards under the Offeree Share Plan will vest in the ordinary course;
3.2.3    satisfying the vesting, exercise and release of awards under the Offeree Share Plan (for example, by issuing new Offeree Shares or transferring Offeree Shares from the Offeree EBT or settling awards in cash always in accordance with the rules of the Offeree Share Plan); and
3.2.4    the treatment of awards held by leavers.
3.3    The Offeror agrees that the Offeree may amend the rules of the Offeree Share Plan if the Offeree Board (or the Offeree Remuneration Committee) are of the opinion that such amendments are necessary or desirable to implement the Scheme, to facilitate the treatment of Outstanding Awards in connection with the Scheme, to facilitate the administration of the Offeree Share Plan or to obtain or maintain favourable tax treatment for participants or the Offeree.
3.4    The Offeror agrees that where the Offeree Share Plan provides for the exercise of discretion (including in respect of performance conditions), the exercise of that discretion will, subject to the terms of this Agreement, be a matter solely for the Offeree Remuneration Committee.
3.5    The Offeree agrees that no further awards under the Offeree Share Plan will be granted prior to the Court Sanction Hearing.
3.6    The awards held by participants of the Offeree Share Plan who leave employment with the Offeree prior to the date of the Court Sanction Hearing shall be treated in accordance with the rules of the Offeree Share Plan.
4    Treatment of Outstanding Awards
4.1    The Offeror acknowledges that any unvested Outstanding Awards shall become exercisable from the Court Sanction Hearing date and for a period of six months thereafter in accordance with rule 9.4 of the Offeree Share Plan. The extent to which any unvested Outstanding Awards shall vest and become exercisable on the Court Sanction Hearing date will be determined by reference to (i) the application of any time pro-rating to reflect the early vesting as per the Offeree Share Plan rules; and (ii) the extent to which the applicable performance conditions have been satisfied during the relevant performance period.
4.2    The Outstanding Awards granted in 2022 vested on 12 May 2025 (following the Offeree Remuneration Committee’s review of the satisfaction of the relevant performance conditions), and consequently 125,219 Offeree Shares remain subject to vested but unexercised awards as of the date of this Agreement.
4.3    The Offeror acknowledges that the Offeree Remuneration Committee has considered the vesting of the Outstanding Awards granted in 2023 and 2024 and will recommend the waiving of any time-pro-rating of these Outstanding Awards. In addition, the Offeree Remuneration Committee will determine the satisfaction of the relevant performance conditions on or shortly before the Court Sanction Hearing (the expectation being that such performance conditions will be determined to be satisfied in full).




4.4    The Offeror acknowledges that the Offeree Remuneration Committee has considered the vesting of the Outstanding Awards granted in 2025 and will recommend that the vesting of these Outstanding Awards will be reduced on a pro-rata basis by reference to the number of days that have elapsed on the date of the Court Sanction Hearing as a proportion of the three-year performance period. In addition, the Offeree Remuneration Committee will determine the satisfaction of the relevant performance conditions on or shortly before the Court Sanction Hearing (the expectation being that such performance conditions will have been satisfied in full).
4.5    The Outstanding Awards which vest on the date of the Court Sanction Hearing will remain exercisable for a period of six months after which they will lapse to the extent not exercised. Any holding period which applies, or which would normally apply to the Offeree Shares acquired on the exercise of the Outstanding Awards shall lapse on or with effect from the date of the Court Sanction Hearing.
5    Share plan communications
5.1    Subject to applicable confidentiality, legal and regulatory requirements, the Offeror shall make appropriate proposals to the participants in the Offeree Share Plan, where and as required under Rule 15 of the Code, based on the treatment set out above.
5.2    Letters (which may be in electronic form) will be sent to participants in the Offeree Share Plan on, or as soon as practicable after, the posting of the Scheme Document to inform them of the impact of the Scheme on the Outstanding Awards and any proposals being made to them under Rule 15 of the Code (where relevant).
6    Amendment to articles
The Offeror and Offeree agree to a resolution proposing an amendment to the Offeree articles of association by the adoption and inclusion of a new article under which any Offeree Shares issued pursuant to the exercise of Outstanding Awards after the Offeree General Meeting but before the Scheme Record Time shall be subject to the Scheme and, subject to the Scheme becoming effective, any Offeror Shares issued on or after the Scheme Record Time shall be immediately transferred to the Offeror (or as it may direct) in exchange for the same cash consideration to be paid by the Offeror under the Scheme.
7    The Offeree EBT
As at the date of this Agreement, the Offeree EBT holds 508,048 Offeree Shares and has no outstanding loans. The Offeror and Offeree agree that the trustee of the Offeree EBT will be requested to use the Offeree Shares it holds to satisfy any Outstanding Awards that vest or are exercised in connection with the Acquisition as far as possible in priority to the issue of any new Offeree Shares.


EXECUTED as a DEED by
CHESS BIDCO LIMITED
acting by two directors
)
/s/ Authorized Signatory
)
Director
)

)
/s/ Authorized Signatory

)
Director












EXECUTED as a DEED by
H&T GROUP PLC
acting by two directors or by a director and its secretary
)
/s/ Authorized Signatory
)
Director
)

)
/s/ Authorized Signatory

)
Director/Secretary














EXHIBIT 99.1
fcfslogoa.jpg
FirstCash to Acquire H&T Group, the Leading Operator of Pawnshops in the United Kingdom

Marks FirstCash’s strategic entry into the UK market through an established, industry-leading brand;
Provides further geographic diversification and unlocks additional growth opportunities;
Expected to be meaningfully accretive to EBITDA and EPS;
Strengthens FirstCash’s position as a global leader in pawn operations
____________________________________________________________

Fort Worth, Texas (May 14, 2025) -- FirstCash Holdings, Inc. (“FirstCash” or the “Company”) (Nasdaq: FCFS), a leading international operator of over 3,000 retail pawn stores in the U.S. and Latin America, today announced that it has reached agreement on the terms of a final* recommended cash acquisition of H&T Group plc (“H&T”), the leading operator of pawn stores in the United Kingdom. Under the terms of the agreement, FirstCash (through a newly incorporated wholly-owned U.K. subsidiary, Chess Bidco Limited) will pay cash consideration of 650 pence for each share of H&T stock. In addition, H&T shareholders will receive a final dividend of 11 pence for each H&T share to be paid on June 27, 2025. The total equity value, including cash consideration for the shares and the final cash dividend, is approximately £297 million or $394 million USD based on the exchange rate as of the close of business on May 13, 2025.

The acquisition of H&T expands FirstCash’s geographic footprint into a new and attractive market, further providing the Company with enhanced scale, operating efficiencies and long-term growth opportunities. This combination of FirstCash and H&T will create the largest publicly traded pawn platform in the United States, Latin America and the United Kingdom.

Mr. Rick Wessel, Chief Executive Officer and Vice-Chairman of the Board of FirstCash, commented, “We are excited to add H&T, the leading pawn operator in the United Kingdom, as part of FirstCash’s global platform. This strategic transaction provides an entry into a significant new market which we believe will unlock additional growth opportunities for the Company. We have great confidence in H&T's continued success given their proven track record coupled with their experienced management and operations teams. FirstCash looks forward to working together to drive long-term value for all of our customers, employees, and shareholders."

Mr. Chris Gillespie, Chief Executive Officer of H&T, commented, “The acquisition has a compelling strategic rationale, bringing together two businesses with complementary offerings focused on the values and benefits of their customers. I am extremely proud of H&T, we have built a fantastic team and highly attractive business, and FirstCash’s offer is a clear acknowledgment of this. It's clear to us that FirstCash has full appreciation of our capabilities, the dedication of our employees, commitment to the customer and with their backing and support, I am confident H&T will have an extremely bright future.”




__________________________
* The financial terms of the acquisition are final and will not be increased or improved, except that Chess Bidco Limited reserves the right to increase the amount of the cash consideration payable by it (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 UK’s Panel on Takeovers and Mergers (which will be granted only in wholly exceptional circumstances).




Compelling Strategic and Financial Benefits

•Establishes FirstCash as the leading operator of pawn stores in the UK: H&T represents a highly complementary strategic fit as the UK’s largest pawnbroker, operating with a network of 285 stores.
•Expands FirstCash’s Geographic Reach: Entry into the UK pawn market represents another major step in FirstCash’s international growth strategy, adding further geographic diversification to the Company’s existing U.S. and Latin American pawn operations.
•Unlocks Further Growth Opportunities: H&T’s well-recognized brand provides FirstCash with a platform for increased penetration across key regions of the UK and opens the door for potential expansion into other European markets.
•Enhances Scale and Operating Leverage: The addition of 285 stores increases FirstCash’s scale, operational footprint and ability to leverage efficiencies across its global platform.
•Adds Experienced UK-Based Leadership: H&T’s seasoned management team brings deep local expertise and a proven track record of performance, positioning FirstCash to drive strong execution and continued momentum in the UK market.
•Financially Compelling: The transaction is expected to be meaningfully accretive to both EBITDA and EPS, strengthening FirstCash’s financial profile and long-term shareholder value.

Transaction Timeline and Additional Details
The acquisition has been unanimously approved by the Boards of Directors of both FirstCash and H&T. The transaction is subject to approval by H&T’s shareholders and customary regulatory approvals in the United Kingdom. The transaction is expected to close in the second half of 2025, subject to receipt of these approvals and the satisfaction of other customary closing conditions.

Presentation
Associated presentation materials regarding the transaction will be available on the investor relations section of FirstCash’s website at https://investors.firstcash.com/.

Advisors
Jefferies LLC is serving as exclusive financial advisor to FirstCash. Alston & Bird LLP and Macfarlanes LLP are serving as legal counsel to FirstCash.

Canaccord Genuity is serving as lead financial advisor to H&T and Shore Capital is serving as joint financial advisor to H&T. Gowling WLG (UK) LLP is serving as legal advisor to H&T.

Further Information; No Offer or Solicitation
This release 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 all-cash offer by Chess Bidco Limited, a newly-established indirect wholly-owned subsidiary of FirstCash Holdings, Inc. (the “Company”), for the entire issued and to be issued share capital of H&T Group plc, a company incorporated in England and Wales (“H&T”) (such acquisition, 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 a court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the United Kingdom Companies Act 2006, as amended (the “UK Companies Act”) (or, if the Acquisition is implemented by way of a takeover offer, as such term is defined in the UK Companies Act (the “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 shareholders are urged to read the Scheme document when it becomes available, because it will contain important information relating to the Acquisition.


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Additional Information
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 U.S. Securities Exchange Act of 1934, as amended (“U.S. 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 U.S. tender offer and proxy solicitation rules. The financial information included in this release 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 U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S. If Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, such offer will be made in compliance with applicable U.S. laws and regulations.

The receipt of cash pursuant to the Acquisition by a U.S. 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 U.S. 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 U.S., 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 U.S. and would be in accordance with applicable law, including the U.S. Exchange Act and the United Kingdom City Code on Takeovers and Mergers (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 release contains forward-looking statements regarding, among other things, the Acquisition, the anticipated benefits and timing of the Acquisition and the business, financial condition, outlook and prospects of the Company and H&T. Forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, can be identified by the use of forward-looking terminology such as “outlook,” “believes,” “projects,” “expects,” “may,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” “would,” “anticipates,” “potential,” “confident,” “optimistic,” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy, objectives, estimates, guidance, expectations, outlook and future plans. Forward-looking statements can also be identified by the fact these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties.

While the Company believes the expectations reflected in forward-looking statements are reasonable, there can be no assurances such expectations will prove to be accurate. Security holders are cautioned that such forward-looking statements involve risks and uncertainties. Certain factors may cause results to differ materially from those anticipated by the forward-looking statements made in this release. With respect to the proposed Acquisition, these factors, risks and uncertainties include, without limitation, the risk that the Acquisition may not be consummated, including as a result of a failure by Company or H&T to obtain the necessary shareholder (in the case of H&T) or regulatory approvals required for the Acquisition, or that required regulatory approvals may delay the Acquisition or result in the imposition of conditions that could reduce the anticipated benefits from the Acquisition, or the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition; the risk that Company will incur additional indebtedness to finance the Acquisition, which may not be on favorable
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terms to the Company; the length of time necessary to consummate the Acquisition, which may be longer than anticipated for various reasons; the risk that H&T will not be combined and integrated successfully; the risk that the cost savings, synergies and growth from the Acquisition may not be fully realized or may take longer to realize than expected; the diversion of management time on Acquisition-related issues; the risk that costs associated with the integration of H&T is higher than anticipated; inherent risks resulting from Company’s entry into a new geographical market, including exposure to local economic and political conditions, exchange rate fluctuations and the extensive regulatory regime in the UK; risk related to the ability to hire and retain key H&T personnel; and the effects of tax assessments or tax positions taken, risks related to goodwill and other intangible asset impairment, tax adjustments, anticipated tax rates, or other regulatory compliance costs.

Additional risks and uncertainties with respect to the Company are discussed and described in the Company’s most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”), including the risks described in Part 1, Item 1A, “Risk Factors” thereof, and other reports the Company files with the SEC. Many of these risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict, in many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. The forward-looking statements contained in this release speak only as of the date of this release, and the Company expressly disclaims any obligation or undertaking to report any updates or revisions to any such statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

Publication on website
In accordance with Rule 26.1 of the Code, a copy of this release will be made available, subject to certain restrictions, on the Company’s website at https://investors.firstcash.com/ by no later than 12 noon (London time) on the business day following publication of this release. For the avoidance of doubt, the contents of any websites referred to in this release are not incorporated into and do not form part of this release.

Right to request hard copies
In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this release (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 release in electronic form or via a website notification, a hard copy of this release (and any document or information incorporated by reference into this release) 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.

About FirstCash
FirstCash is a leading international operator of pawn stores focused on serving cash and credit-constrained consumers. FirstCash’s more than 3,000 pawn stores in the U.S. and Latin America buy and sell a wide variety of jewelry, electronics, tools, appliances, sporting goods, musical instruments and other merchandise, and make small non-recourse pawn loans secured by pledged personal property. FirstCash’s pawn segments in the U.S. and Latin America currently account for approximately 80% of annualized segment earnings, with the remainder provided by its wholly owned subsidiary, AFF, which provides lease-to-own and retail finance payment solutions for consumer goods and services.

FirstCash is a component company in both the Standard & Poor’s MidCap 400 Index® and the Russell 2000 Index®. FirstCash’s common stock (ticker symbol “FCFS”) is traded on the Nasdaq, the creator of the world’s first electronic stock market. For additional information regarding FirstCash and the services it provides, visit FirstCash’s websites located at http://www.firstcash.com and http://www.americanfirstfinance.com.
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About H&T
H&T is the UK's largest pawnbroker, a leading retailer of high quality new and pre-owned jewelry and pre-owned watches and provides a range of financial products tailored for a customer base which has limited access to, or is excluded from, the traditional banking sector. These products include Pawnbroking, Retail and Foreign Currency.

For further information, please contact:
Gar Jackson
Global IR Group
Phone:     (817) 886-6998
Email:     [email protected]

Doug Orr, Executive Vice President and Chief Financial Officer
Phone:    (817) 258-2650
Email:     [email protected]
Website:    investors.firstcash.com
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FirstCash & H&T Group Enhancing FirstCash’s International Footprint Beyond the Americas May 14, 2025 FIRSTCASH HOLDINGS, INC. NASDAQ: FCFSEXHIBIT 99.2

 
This presentation contains forward-looking statements regarding, among other things, the acquisition by the FirstCash Holdings, Inc. (the “Company”) of H&T Group plc, a company incorporated in England and Wales (“H&T”), the anticipated benefits and timing of the acquisition and the business, financial condition, outlook and prospects of the Company and H&T. Forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, can be identified by the use of forward-looking terminology such as “outlook,” “believes,” “projects,” “expects,” “may,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” “would,” “anticipates,” “potential,” “confident,” “optimistic,” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy, objectives, estimates, guidance, expectations, outlook and future plans. Forward-looking statements can also be identified by the fact these statements do not relate strictly to historical or current matters. Rather, forward- looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties. While the Company believes the expectations reflected in forward-looking statements are reasonable, there can be no assurances such expectations will prove to be accurate. Security holders are cautioned that such forward-looking statements involve risks and uncertainties. Certain factors may cause results to differ materially from those anticipated by the forward-looking statements made in this presentation. With respect to the proposed acquisition, these factors, risks and uncertainties include, without limitation, the risk that acquisition may not be consummated, including as a result of a failure by Company or H&T to obtain the necessary shareholder (in the case of H&T) or regulatory approvals required for the acquisition, or that required regulatory approvals may delay the acquisition or result in the imposition of conditions that could reduce the anticipated benefits from the acquisition, or the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition; the risk that Company will incur additional indebtedness to finance the acquisition, which may not be on favorable terms to the Company; the length of time necessary to consummate the acquisition, which may be longer than anticipated for various reasons; the risk that H&T will not be combined and integrated successfully; the risk that the cost savings, synergies and growth from the acquisition may not be fully realized or may take longer to realize than expected; the diversion of management time on acquisition-related issues; the risk that costs associated with the integration of H&T is higher than anticipated; inherent risks resulting from Company’s entry into a new geographical market, including exposure to local economic and political conditions, exchange rate fluctuations and the extensive regulatory regime in the UK; risk related to the ability to hire and retain key H&T personnel; and the effects of tax assessments or tax positions taken, risks related to goodwill and other intangible asset impairment, tax adjustments, anticipated tax rates, or other regulatory compliance costs. Additional risks and uncertainties with respect to the Company are discussed and described in the Company’s most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”), including the risks described in Part 1, Item 1A, “Risk Factors” thereof, and other reports the Company files with the SEC. Many of these risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict, in many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. The forward- looking statements contained in this presentation speak only as of the date of this presentation, and the Company expressly disclaims any obligation or undertaking to report any updates or revisions to any such statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law. 2PAGE CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSNASDAQ: FCFS FIRSTCASH HOLDINGS, INC. INVESTORS.FIRSTCASH.COM

 
TRANSACTION OVERVIEW (1) The financial terms of the acquisition (which will be made through Chess Bidco Limited, a newly-incorporated wholly-owned U.K. subsidiary of FirstCash) are final and will not be increased or improved, except that Chess Bidco Limited reserves the right to increase the amount of the Cash Consideration (i) if there is an announcement on or after the date of this presentation 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 UK’s Panel on Takeovers and Mergers (which will be granted only in wholly exceptional circumstances). (2) GBP / USD exchange rate of 1.3277 as of 5/13/2025. (3) Implied enterprise value on a pre-IFRS 16 basis, excluding lease liabilities. Valuation & Consideration • Agreement on final(1) terms of the acquisition of the leading operator of pawn stores in the United Kingdom, H&T Group plc (“H&T”) o FirstCash will pay 650 pence for each H&T share in cash (the “Cash Consideration”) o In addition, H&T shareholders will receive a final dividend of 11 pence for each H&T share to be paid on 6/27/2025 (the “Permitted Dividend”) o The total equity value including the Cash Consideration and Permitted Dividend is £296.6 million or $393.7 million USD(2) o The total enterprise value(3) based on H&T’s net debt of £54.4 million at 12/31/24 is £351.0 million or $466.0 million USD(2) Financing • FirstCash intends to draw down on its existing US revolving credit facility prior to closing to finance the acquisition and to pay related fees and expenses • FirstCash has also entered into a backstop £299.0 million bridge credit agreement to satisfy the “certain funds” requirements under the UK Takeover Code Financial Impact • Meaningfully accretive to EPS and EBITDA • Expected to deliver long-term strategic and financial benefits Approvals & Closing • Unanimously approved by the Boards of Directors of both FirstCash and H&T • Subject to approval by H&T’s shareholders and customary regulatory approvals in the United Kingdom • Anticipated close in second half of 2025 3PAGE

 
COMPELLING BENEFITS OF THE TRANSACTION 4PAGE Provides Additional Geographic Diversification Unlocks Further Growth Opportunities in New Markets Establishes FirstCash’s Market Leadership in the UK Contributes Meaningful EPS and EBITDA Accretion Adds Experienced UK Leadership and Operations Team Enhances Scale of Pawn Operations and Operating Leverage

 
AT A GLANCE • Founded in 1897, H&T is the UK’s largest pawnbroker(1) and a leading retailer of high-quality new and pre- owned jewelry and pre-owned watches • Diversified product offering across 285 stores throughout the UK • Stores are conveniently located in most major towns and cities throughout England, Scotland, and Wales 5PAGE £265M / $352M 2024 Revenue £127M / $169M Pawn Receivables(1) (December 2024) £122M / $162M 2024 Income from Operations(2) £41M / $54M 2024 Adj. EBITDA(3) £460 / $611 Average Pawn Loan Amount (December 2024) 285 Pawn Stores Source: Company website, Company presentations. Financial data is presented in accordance with IFRS as of 12/31/2024 unless otherwise noted. GBP / USD exchange rate of 1.3277 as of 5/13/2025. (1) Pawn receivables at contract amount. (2) Represents as reported Gross Profit less IFRS 9 impairment charge. (3) Calculated as reported EBITDA less expenses related to depreciation of the right-of-use assets and interest on lease liabilities, which are treated as “rent expenses" for compatibility to FirstCash’s reported Adjusted EBITDA. H&T PRODUCT OFFERING CY2024 INCOME FROM OPERATIONS(2) BY PRODUCT PAWNBROKING PURCHASE RETAIL OTHER SERVICES £ FOREIGN CURRENCY MONEY TRANSFER WATCH REPAIR (SWISS TIME SERVICES) CHEQUE CASHING Pawnbroking, 64% Retail, 16% Gold, jewelry & watch purchasing, 12% FX, 6% Other, 2% £122M

 
PRO FORMA SCALE AND GEOGRAPHIC REACH 6PAGE U.S. (1,197 STORES) MEXICO & LATAM (1,826 STORES) UK (285 STORES) PRO FORMA OF THE ACQUISITION, FIRSTCASH WILL HAVE OVER 3,300 STORES GLOBALLY 1,724 12 72 18 FORT WORTH, TX FIRSTCASH HEADQUARTERS SUTTON, UK H&T HEADQUARTERS Source: Company website, Company presentations. Note: FirstCash data as of 3/31/2025. H&T data as of 12/31/2024.

 
Further Information; No Offer or Solicitation This presentation 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 all-cash offer by Chess Bidco Limited, a newly-established indirect wholly-owned subsidiary of FirstCash Holdings, Inc. (the “Company”), for the entire issued and to be issued share capital of H&T Group plc, a company incorporated in England and Wales (“H&T”) (such acquisition, 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 a court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the United Kingdom Companies Act 2006, as amended (the “UK Companies Act”) (or, if the Acquisition is implemented by way of a takeover offer, as such term is defined in the UK Companies Act (the “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 shareholders are urged to read the Scheme document when it becomes available, because it will contain important information relating to the Acquisition. Additional Information 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 U.S. Securities Exchange Act of 1934, as amended (“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 presentation 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 United Kingdom City Code on Takeovers and Mergers (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. Publication on Website In accordance with Rule 26.1 of the Code, a copy of this presentation will be made available, subject to certain restrictions, on the Company’s website at https://investors.firstcash.com/ by no later than 12 noon (London time) on the business day following publication of this presentation. For the avoidance of doubt, the contents of any websites referred to in this presentation are not incorporated into and do not form part of this presentation. Right to Request Hard Copies In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this presentation (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 presentation in electronic form or via a website notification, a hard copy of this presentation (and any document or information incorporated by reference into this presentation) 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. Responsibility Statement The directors of Chess Bidco Limited (the “Directors”) accept responsibility for the information contained in this presentation. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this presentation is in accordance with the facts and does not omit anything likely to affect the import of such information. 7PAGE ADDITIONAL INFORMATIONNASDAQ: FCFS FIRSTCASH HOLDINGS, INC. INVESTORS.FIRSTCASH.COM

 
8PAGEFIRSTCASH HOLDINGS, INC. GAR JACKSON GLOBAL IR GROUP [email protected] 817 886 6998 GET IN TOUCH WITH US: INVESTOR RELATIONS [email protected] INVESTORS.FIRSTCASH.COM 817 258 2650 NASDAQ: FCFS