REG - CAB Payments Hldgs Helios Invest.Prtnrs - RESPONSE TO HELIOS CONSORTIUM STATEMENT

Cab Payments HoldingsAnnouncement

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RNS Number : 5103Y  CAB Payments Holdings PLC  27 March 2026

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 OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

 

27 March 2026

 

CAB PAYMENTS HOLDINGS PLC

('CAB PAYMENTS' OR THE 'COMPANY' OR THE 'GROUP')

RESPONSE TO HELIOS CONSORTIUM STATEMENT

 

The Independent Board 1  of CAB Payments notes the statement released by the
Helios Consortium (as defined below) on 27 March 2026.

Statement from the Independent Board:

The Helios Consortium has chosen to launch an unsolicited firm offer for CAB
Payments at an unrecommendable value and using a structure that inevitably
results in a longer timeline than might otherwise be the case.

Consistent with the Independent Board's fiduciary duties, it has clearly and
regularly communicated to the Helios Consortium that, if an offer (including
an offer from Helios) is in the best interests of shareholders as a whole, the
Independent Board, the Company and its management team would assist the bidder
to satisfy any regulatory conditions and implement the offer.

In the absence of a recommendable offer, the Company will continue to focus on
creating shareholder value through a complete focus on the execution of its
strategy.

 

Background to the Independent Board's statement

1.   Firm Offer from the Helios Consortium and Possible Offer from StoneX

The Independent Board has engaged extensively with a significant number of the
Company's larger shareholders in relation to the firm offer from the Helios
Consortium and the possible offer from StoneX.

The Independent Board:

·   Remains of the view that the Helios Consortium's firm offer is highly
opportunistic and fundamentally undervalues CAB Payments and its future
prospects and is not in the best interests of the Company's shareholders as a
whole;

·    Continues to believe that there is clear value upside for
shareholders above the Helios Consortium's firm offer, as demonstrated by the
higher possible offer from StoneX and as reflected in the Company's standalone
plans;

·     Highlights that the Helios Consortium was not prepared to provide
an irrevocable undertaking to StoneX for its 95 pence per share proposal. This
position is consistent with the Independent Board's view and subsequent
rejection of the StoneX proposal;

·     Will continue to engage with the Helios Consortium and all parties
(including StoneX) that may put forward any proposals that could be in the
best interests of the Company's shareholders as a whole; and

·     Would encourage the Helios Consortium to consider proposals at a
premium to its own offer that could be in the best interests of the Company's
shareholders as a whole, including minority shareholders.

 

2.   Helios Consortium regulatory filings

 

The Independent Board has engaged repeatedly and extensively with the Helios
Consortium and has been clear and consistent with the Helios Consortium that:

 

·    The Independent Board will assist with the implementation of any
transaction which is in the best interests of the Company's shareholders as a
whole, as shareholders would rightly expect it to do;

·    Diverting management time and attention from executing the Company's
business plan (for the benefit of all shareholders), in order to assist the
Helios Consortium in preparing the extensive information it has requested to
execute its unrecommended offer, is not in the best interests of the Company's
shareholders as a whole;

·    The Independent Board believes it would be customary to obtain
clarity on shareholder intentions prior to obtaining regulatory approvals. The
unusual 'pre-conditional' structure chosen by the Helios Consortium means that
the Company's shareholders will not have the opportunity to decide on the
merits of its offer until a number of pre-conditions are satisfied, rather
than having that opportunity now; and

·     The Helios Consortium has received public support for its offer
from shareholders representing only 7.59% of the Company's issued share
capital (excluding shares owned or controlled by the Helios Consortium).

 

CAB Payments shareholders are advised to take no action at this time.

 

The 'Helios Consortium' comprises Helios Investors V, L.P., Helios Investors V
(Mauritius) L.P. and Helios Fairfax Partners Corporation, with the support of
Helios Investors III, L.P. and Helios Investors III (A), L.P. ('Helios Fund
III').

This announcement has been made without the consent of the Helios Consortium
and without the consent of StoneX.

 

Enquiries:

 CAB Payments Holdings PLC                                                        ir@cabpayments.com

 James Hopkinson, Group CFO

 Gaurav Patel, Head of Investor Relations
 Barclays Bank PLC, acting through its Investment Bank                            +44 (0) 20 7623 2323

(Lead Financial Adviser and Joint Corporate Broker)

 James Woolf / Aamir Khan / Anusuya Nayar / Michael Hart
 Investec Bank plc                                                                +44 (0) 20 7597 5970

(Financial Advisor and Joint Corporate Broker)

 Chris Baird / Kamalini Hull / Luke Spells
 Shore Capital                                                                    +44 (0) 20 7408 4090

(Joint Corporate Broker)

 Toby Gibbs / Malachy McEntyre / Oliver Jackson / Harry Davies-Ball
 Fenchurch Advisory Partners                                                      +44 (0) 20 7382 2222

(Independent Adviser to the Independent Board)

 Kunal Gandhi / Tom Murphy / Tihomir Kerkenezov
 FTI Consulting LLP (PR Adviser)                                                  +44 (0) 203 727 1000

 Edward Bridges / Katherine Bell
 Allen Overy Shearman Sterling LLP is acting as legal adviser to CAB Payments
 in relation to the offer.

 

Important notices

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or solicitation of any 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, whether pursuant to
this announcement or otherwise.

The release, distribution or publication of this announcement in jurisdictions
outside the United Kingdom may be restricted by laws of the relevant
jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about, and observe, any such restrictions. Any
failure to comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.

Disclaimer

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for CAB Payments and no one else in
connection with the matters set out in this announcement and will not be
responsible to anyone other than CAB Payments for providing the protections
afforded to clients of Barclays nor for providing advice in relation to any
matter referred to in this announcement.

Investec Bank plc ("Investec"), which is authorised in the United Kingdom by
the Prudential Regulation Authority and regulated in the United Kingdom by the
Prudential Regulation Authority and the Financial Conduct Authority, is acting
exclusively for CAB Payments and no one else in connection with the matters
set out, and referred to, in this announcement and none of Investec Bank plc
nor any of its affiliates, branches or subsidiaries will be responsible to
anyone other than CAB Payments for providing the protections afforded to
clients of Investec, nor for providing advice in relation to any matter
referred to in this announcement. Neither Investec nor any of its
subsidiaries, branches or affiliates or any of its and their respective
directors, officers, employees, representatives or agents owes or accepts any
duty, liability or shall be held responsible in any way whatsoever for any
direct, indirect or consequential losses (whether in contract, in tort, under
statute or otherwise) arising from the use of this announcement or the
contents of this announcement or reliance on the information contained
herein, except to the extent this would be prohibited by law or regulation.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(together or separately as the case may be, "Shore Capital"), which is
authorised and regulated in the United Kingdom by the FCA, is acting for CAB
Payments and no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than CAB Payments 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 its 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.

Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and
regulated by the FCA in the UK, is acting as independent financial advisor
exclusively for the Independent Board of CAB Payments and no one else in
connection with the matters set out in this announcement and will not be
responsible to anyone other than the Independent Board of CAB Payments for
providing the protections afforded to clients of Fenchurch or its affiliates,
or for providing advice in relation to the matters set out in this
announcement.

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act
as exempt principal trader in CAB Payments securities on the London Stock
Exchange. These purchases and activities by exempt principal traders which are
required to be made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com. This information
will also be publicly disclosed in the United States to the extent that such
information is made public in the United Kingdom.

 

Publication on a website

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available at www.CAB Payments.com, by no later than 12 noon (London time) on
the business day following the date of this announcement. The content of the
website referred to in this announcement is not incorporated into and does not
form part of this announcement.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who at the relevant time is
interested (directly or indirectly) in 1% or more of any class of relevant
securities of the offeree company or any securities exchange offeror must make
a public Opening Position Disclosure (i) after the commencement of an offer
period; and (ii) if later, after the announcement that first identifies any
securities exchange offeror. 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) of the Code 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 as a result of any
dealing becomes) interested (directly or indirectly) in 1% or more of any
class of relevant securities of the offeree company or any securities exchange
offeror must make a public Dealing Disclosure if the person deals in any
relevant securities of the offeree company or any securities exchange offeror
during an offer period. 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 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be
made by no later than 3.30 pm (London time) on the business day following the
date of the relevant dealing.

 

Where two or more persons act pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities, they will normally be deemed to be a single person for the purpose
of this Rule 8.3 of the Code.

 

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 of the Code).

 

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 Takeover 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.

 

The legal entity identifier of the Company is 8945007OZHZDN4LW1G21.

 

 

 

 1  The Board of CAB Payments, excluding Henry Obi and Nitin Kaul (the
'Independent Board')

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