REG - Helios Invest.Prtnrs CAB Payments Hldgs - Rule 2.7 Announcement
02/03/2026 07:00
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RNS Number : 8820U Helios Investment Partners LLP 02 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 OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS NOR A PROSPECTUS EXEMPTED DOCUMENT AND
INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE
ACQUISITION, THE CASH OFFER AND/OR THE ROLLOVER SHARES EXCEPT ON THE BASIS OF
THE INFORMATION IN THE OFFER DOCUMENT, WHICH IS EXPECTED TO BE PUBLISHED IN
DUE COURSE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
2 March 2026
CASH OFFER
for
CAB Payments Holdings plc
("CAB Payments" or the "Company")
by
Mara BidCo Ltd. ("BidCo")
(a newly formed company indirectly owned or controlled by Helios Investors V,
L.P. and Helios Investors V (Mauritius) L.P. (together "Helios Fund V") and
Helios Fairfax Partners Corporation ("HFP"))
Summary and Acquisition terms
· BidCo is pleased to announce a cash offer to be made by it (in
conjunction with Helios Investors III, L.P. and Helios Investors III (A), L.P.
(together "Helios Fund III"), and together with Helios Fund V and HFP, the
"Helios Consortium") to acquire the entire issued and to be issued share
capital of CAB Payments excluding Company Shares already owned or controlled
by Helios Fund III (the "Acquisition").
· As at the close of business on the Latest Practicable Date,
Helios Fund III owned or controlled in aggregate 114,640,189 Company Shares,
representing approximately 45.11% of CAB Payments' issued share capital.
· The Acquisition is supported by shareholders representing 52.70%
of CAB Payments' issued share capital, as described in further detail in
Appendix III of this Announcement.
Cash Offer
· The Acquisition, and the making of the Offer, will be subject to
the satisfaction or waiver of the Pre-Conditions. Under the terms of the
Acquisition, which will be subject to the terms and Conditions set out in
Appendix I of this Announcement and to the full terms which will be set out in
the Offer Document, each CAB Payments Shareholder (other than Helios Fund III)
will be entitled to receive the following:
1.15 US Dollars in cash for each Company Share ("Cash Offer")
· Based on the Cash Offer, the Acquisition values the entire issued
and to be issued share capital of CAB Payments on a fully diluted basis at
approximately USD 297 million (and GBP 221 million) (calculated on the basis
described in Appendix II of this Announcement).
· The Cash Offer represents a:
o 23% premium to the volume weighted average share price for the thirty-day
trading period ended 30 January 2026 (being the last Business Day prior to the
commencement of the Offer Period); and
o 40% premium to the volume weighted average share price for the ninety-day
trading period ended 30 January 2026 (being the last Business Day prior to the
commencement of the Offer Period).
Partial Alternative Offer
· As a partial alternative to the Cash Offer, Eligible CAB Payments
Shareholders may elect to receive:
for each Company Share, 1 unlisted non-voting ordinary share in the capital of
BidCo (the "Rollover Shares") (the "Partial Alternative Offer")
in exchange for all of their holding of Company Shares, subject to the terms
of the Partial Alternative Offer.
· The Rollover Shares shall have the rights as summarised in
Appendix IV of this Announcement and as will be summarised in the Offer
Document and to be set out in the BidCo Shareholders' Agreement.
· Eligible CAB Payments Shareholders who accept the Offer but who
do not positively elect to receive the Partial Alternative Offer, Restricted
CAB Payments Shareholders and Eligible CAB Payments Shareholders who make an
election for the Partial Alternative Offer but fail to provide certain "Know
Your Customer" information, will receive the Cash Offer only as consideration
for the sale of all of their Company Shares.
· The Partial Alternative Offer will be limited to an aggregate
maximum of 38,121,483 Company Shares, representing approximately 15% of the
issued share capital of CAB Payments at the Latest Practicable Date (the
"Partial Alternative Offer Maximum"). The Partial Alternative Offer will be
scaled back on a pro rata basis as between validly electing CAB Payments
Shareholders if valid elections for the Partial Alternative Offer are received
in respect of a total number of Company Shares in excess of the Partial
Alternative Offer Maximum and, in such circumstances, Eligible CAB Payments
Shareholders whose elections are scaled back will receive the Cash Offer in
respect of their Company Shares which are not exchanged for Rollover Shares.
As a result, Eligible CAB Payments Shareholders who elect for the Partial
Alternative Offer may not know the exact number of Rollover Shares they will
receive until settlement of the consideration due to them under the terms of
the Acquisition.
· For the purposes of Rule 24.11 of the Takeover Code, Rothschild
& Co, as financial adviser to the Helios Consortium, will provide an
estimate of the value of the Rollover Shares which will be included in the
Offer Document, together with the assumptions, qualifications and caveats
forming the basis of the estimate.
· Further information about the Rollover Shares and the MidCo Group
(including BidCo's capital structure, and the rights attaching to the shares
in BidCo, including the rights in respect of the Rollover Shares) is set out
in paragraphs 4, 9 and 11 and in Appendix IV of this Announcement.
Other matters
· If, on or after the date of this Announcement and before the
Effective Date, any dividend and/or other distribution and/or other return of
capital is declared, made or paid or becomes payable in respect of the Company
Shares, BidCo reserves the right to reduce the consideration payable under the
terms of the Acquisition for the Company Shares by an amount up to the amount
of such dividend and/or distribution and/or return of capital in respect of
those Company Shares which are the subject of the Offer, in which case any
reference in this Announcement or in the Offer Document to the consideration
payable under the terms of the Acquisition will be deemed to be a reference to
the consideration as so reduced.
Background to and reasons for the Acquisition
Helios Fund III has been invested in CAB Payments since 2016 and remains a
strong supporter of CAB Payments. However, the Helios Consortium believes CAB
Payments is now facing significant strategic challenges.
The market and competitive environment in which CAB Payments operates is
undergoing rapid and fundamental change
· Regulatory developments have lowered barriers to entry across key
currency corridors, facilitating the proliferation of well-capitalised and
technologically advanced competitors in CAB Payments' core markets.
· Rapid adoption in CAB Payments' core markets of cross-border
payment systems based on stablecoins and other digital currencies represents a
fundamental change in the operating environment and markets for FX and
cross-border payments. Stablecoin-based platforms are rapidly capturing market
share.
· Further regulatory developments (such as the GENIUS Act) and
greater openness to granting US banking licences and Federal Reserve Master
Account access are expected to further erode the relative advantage provided
to CAB Payments by its regulatory footprint.
The Helios Consortium believes that CAB Payments has not demonstrated
sufficiently strong execution capability since IPO to defend and transform its
business amidst these market changes
· Strategic initiatives, including new regulatory licences and
commercial partnerships, announced by CAB Payments do not appear to have had
meaningful positive financial impact for CAB Payments' shareholders.
· CAB Payments has delivered volume and revenue growth materially
below its own and market expectations.
· Market forecasts for CAB Payments have deteriorated meaningfully
since the publication of the FY23 results (as evidenced by the table below).
The following table sets out the average consensus forecasts for full year
2024 adjusted EBITDA and adjusted EPS published after CAB Payments announced
its full year results for the year ended 2023 and compares them with the
actual full year 2024 results.
The table also compares the average consensus forecasts for full year 2025 and
2026 adjusted EBITDA and adjusted EPS published after CAB Payments announced
its full year results for the year ended 2023 and compares them with the
average consensus forecasts published after CAB Payments announced its trading
update for full year 2025.
Adj. EBITDA (£m) Adj. EPS (p per share)
2024 2025 2026 2024 2025 2026
Consensus forecast post FY23 results publication 62 75 86 15.5 18.5 20.3
Actual 31 - - 6.3 - -
Current consensus - 33 38 - 6.6 7.9
Variance (50%) (56%) (56%) (59%) (64%) (61%)
These consensus estimates are shown without the agreement or the approval of
CAB Payments.
The Helios Consortium believes that CAB Payments has the potential to leverage
its regulatory footprint and commercial network to remain relevant and
ultimately to thrive in the new global architecture for cross-border payments
and FX in which digital currencies play a significant role. However, to
achieve this, the Helios Consortium believes that CAB Payments will need to
move very quickly to acquire the requisite expertise and then to operate
decisively with flawless execution, disciplined and focused capital
allocation, and the nimbleness to continue to adapt as market conditions
further evolve.
The Helios Consortium believes this transformation in strategic delivery will
be best achieved under the private ownership of the Helios Consortium,
supported by the Helios Consortium's deep sector expertise and long track
record in payments.
The Helios Consortium believes that after CAB Payments' challenging period as
a listed company, including a profit downgrade, executive leadership change
and a withdrawn possible offer from StoneX Group Inc., the long-term success
of the business will be better supported under the Helios Consortium's private
ownership.
Irrevocable undertaking and letter of intent
· BidCo has received an irrevocable undertaking from Eurocomm in
respect of a total of 13,264,981 Company Shares representing, in aggregate,
approximately 5.22% of CAB Payments' issued share capital as at the close of
business on the Latest Practicable Date.
· Pursuant to the irrevocable undertaking, Eurocomm has agreed to
(i) accept or procure acceptance of the Offer (or, if the Acquisition is
implemented by way of a Scheme, to vote in favour of a Scheme at the Court
Meeting and the resolutions to be proposed at a CAB Payments General Meeting,
as necessary), and (ii) elect to receive the Partial Alternative Offer, in
each case in respect of its entire interest in Company Shares.
· BidCo has also received a letter of intent from Bhairav Trivedi
supporting the Acquisition in respect of a total of 6,019,689 Company Shares,
representing, in aggregate, approximately 2.37% of CAB Payments' issued share
capital as at the close of business on the Latest Practicable Date.
· As a result, BidCo and the Helios Consortium own or control, or
have received an irrevocable undertaking and a letter of intent in respect of,
a total of 133,924,859 Company Shares, representing approximately 52.70% of
CAB Payments' issued share capital as at the close of business on the Latest
Practicable Date.
· Further details of the irrevocable undertaking and letter of
intent are set out in Appendix III of this Announcement.
Partial Alternative Offer
Eligible CAB Payments Shareholders should ascertain whether acquiring or
holding Rollover Shares is affected by the laws of the relevant jurisdiction
in which they reside and consider whether Rollover Shares are a suitable
investment in light of their own personal circumstances.
Advantages of the Partial Alternative Offer
· The Partial Alternative Offer allows Eligible CAB Payments
Shareholders to invest directly in BidCo, providing continued economic
exposure to CAB Payments under private ownership and without the associated
costs of being a public company.
· The Partial Alternative Offer allows Eligible CAB Payments
Shareholders to benefit from the opportunities that exist within the rapidly
evolving cross-border payments and FX landscape, and to participate in
possible future value creation.
· The Helios Consortium believes that the long-term success of CAB
Payments, including any transformation in strategic delivery, will be best
achieved under the private ownership of the Helios Consortium and the Partial
Alternative Offer provides Eligible CAB Payments Shareholders the opportunity
to participate in this potential upside.
· The Partial Alternative Offer provides Eligible CAB Payments
Shareholders with the opportunity to have exposure to a business that will be
run by the Helios Consortium, which has deep sector expertise and a long,
successful track record across both payments businesses and Africa-focussed
investments.
· The Rollover Shares will rank economically pari passu with the
BidCo Shares in issue at the time the Rollover Shares are allotted and issued,
including the right to receive and retain dividends and other distributions
declared, made or paid by reference to a record date falling after the
Effective Date.
· Holders of Rollover Shares will, subject to certain exclusions
summarised in Appendix IV of this Announcement, have the benefit of
pre-emption rights on any new issue of BidCo Shares.
Disadvantages of the Partial Alternative Offer
· The Rollover Shares will not be admitted to trading on any stock
exchange and will therefore be illiquid.
· The Rollover Shares will be subject to significant transfer
restrictions. For a period of three years from the Effective Date, transfers
of Rollover Shares will be subject to a lock-up and may only be transferred
with the consent of the holders of BidCo Voting Shares except in certain
limited circumstances. Following the Lock-up Period, any transfers of Rollover
Shares will be subject to a right of first offer in favour of the holders of
BidCo Voting Shares. All transfers will be subject to receipt of regulatory
approvals (including, if applicable, PRA and/or FCA change of control
consents). Eligible CAB Payments Shareholders electing for the Partial
Alternative Offer should, therefore, be prepared to potentially hold Rollover
Shares for a significant period of time.
· The Rollover Shares will be of uncertain value and there can be
no assurance that they will be capable of being sold in the future.
· As the Rollover Shares do not have voting rights save on limited
matters specifically affecting the rights of holders as holders of Rollover
Shares, their holders will have no influence over decisions made by BidCo in
relation to its investment in CAB Payments or any other business decision.
· Company Shares are currently listed on the Equity Shares
(Commercial Companies) category of the London Stock Exchange's Main Market.
Certain standards and protections afforded to shareholders in a listed company
are substantially different to those which apply to a shareholding in an
unlisted company, such as that which an Eligible CAB Payments Shareholder
would receive as a result of validly electing for the Partial Alternative
Offer.
· Eligible CAB Payments Shareholders who elect for the Partial
Alternative Offer will have no certainty as to the number of Rollover Shares
they would receive because (i) the Partial Alternative Offer will be limited
to the Partial Alternative Offer Maximum and (ii) to the extent that elections
for the Partial Alternative Offer cannot be satisfied in full, the number of
Rollover Shares will be scaled back on a pro rata basis as between validly
electing Eligible CAB Payments Shareholders, and the balance of the
consideration for each relevant Eligible CAB Payments Shareholder will be paid
in cash in accordance with the terms of the Cash Offer.
Financing of the Acquisition
· The cash consideration payable by BidCo to CAB Payments
Shareholders under the terms of the Acquisition will be financed by equity
capital invested by Helios Fund V (through TopCo) and HFP in MidCo, which will
be made available to BidCo by way of MidCo subscribing for equity in BidCo.
· Helios Fund V will fund its equity investment by way of committed
capital from its existing limited partners and, if required, through a
separate debt facility provided by RMB.
· HFP will fund its equity investment through a debt facility
provided by RMB.
· Other potential equity investors may take direct or indirect
minority interests in BidCo during the Offer Period or once the Acquisition
completes.
· Rothschild & Co, in its capacity as financial adviser to the
Helios Consortium, is satisfied that sufficient resources are available to
BidCo to enable it to satisfy in full the cash consideration payable to CAB
Payments Shareholders, under the terms of the Acquisition.
Offer structure, timetable, Pre-Conditions and Conditions to the Acquisition
· It is intended that the Acquisition will be implemented by way of
the Offer. The Acquisition, and the making of the Offer, will be subject to
the satisfaction or waiver of the Pre-Conditions as set out in further detail
in Part A of Appendix I of this Announcement. The Acquisition will be subject
to the Pre-Conditions, the Conditions and certain further terms set out in
this Announcement at Appendix I of this Announcement and to the full terms and
conditions which will be set out in the Offer Document.
· As described in Appendix I of this Announcement, and subject to
the rules of the Takeover Code, the Acceptance Condition shall be satisfied
once valid acceptances of the Offer have been received by no later than 1.00
p.m. on the Unconditional Date (or such other times and/or dates as BidCo may
specify, subject to the rules of the Takeover Code and where applicable with
the consent of the Panel) in respect of 75% (or such lesser percentage as
BidCo may decide) of the Company Shares (inclusive of those Company Shares
held (directly or indirectly) or controlled by Helios Fund III) and of the
voting rights attached to those shares.
· The Panel Executive has confirmed on an ex parte basis that the
Company Shares held (directly or indirectly) or controlled by Helios Fund III
will count towards the relevant thresholds for the purposes of satisfaction of
the Acceptance Condition by the Helios Consortium.
· BidCo may, in its absolute discretion, decide to waive the
Acceptance Condition down to a lesser percentage, subject to and in accordance
with the terms of the Acceptance Condition and Rule 10 of the Takeover Code.
The Acquisition shall lapse unless all of the Pre-Conditions or Conditions
(except for the Acceptance Condition) have been fulfilled or, where permitted,
waived or, where appropriate, have been determined by BidCo to be or remain
satisfied, by midnight on the earlier of the Unconditional Date and the
Longstop Date (subject to the rules of the Takeover Code and, where
applicable, the consent of the Panel).
· BidCo reserves the right, with the consent of the Panel, to elect
to implement the Acquisition by way of a Scheme. In such event, the Scheme
will be implemented on substantially the same terms, so far as applicable, as
those which would apply to the Acquisition, subject to appropriate amendments
(including to statutory voting requirements) to reflect the change in method
of implementing the Acquisition.
· It is intended that the London Stock Exchange and the FCA will be
requested respectively to cancel trading in Company Shares on the London Stock
Exchange's Main Market for listed securities and the listing of the Company
Shares from the Official List no earlier than 20 Business Days following the
date on which the Offer becomes or is declared unconditional and BidCo has
acquired or agreed to acquire sufficient Company Shares such that (together
with the Company Shares held (directly or indirectly) or controlled by Helios
Fund III) it would hold 75% of the voting rights attaching to the Company
Shares. Delisting would significantly reduce the liquidity (if any) and
marketability of any Company Shares whose holders did not assent to the Offer
at that time.
· It is intended that CAB Payments be re‑registered as a private
limited company as soon as practicable following the cancellation of the
listing and trading of Company Shares.
· The making of the Offer by the publication of the Offer Document
will take place as soon as reasonably practicable, and in any event within 28
days, of the satisfaction or waiver of the Pre-Conditions (unless agreed
otherwise with the Panel). Further information about the Acquisition will be
set out in the Offer Document.
· The Longstop Date for the Acquisition is 2 May 2027. Subject to
satisfaction or (if permitted) waiver of the Pre-Conditions and Conditions and
certain further terms set out in this Announcement at Appendix I of this
Announcement, it is expected that the Acquisition will become or be declared
unconditional during the second quarter of next year (although this could
occur earlier).
Information about the relevant parties
Helios Investment Partners and the Helios Funds
· Helios Investment Partners LLP ("HIP") is a leading pan-Africa
focused private investment firm, providing investment advice to funds and
other investment vehicles which have raised capital in excess of USD 3
billion, including private equity funds, such as Helios Fund III and Helios
Fund V (together the "Helios Funds"), a climate fund and a venture capital
fund. Its portfolio companies operate in over 35 countries across the African
continent, enabling it to drive transformative growth in diverse industries.
HIP's approach is underpinned by a highly engaged portfolio operations team of
sector experts and functional specialists who support the growth of its
companies. HIP combines world-class investment skills, deep portfolio
operations capability, and strong, diverse local and global networks. The HIP
team has a deep understanding of the emerging markets investment environment,
supported by an extensive network of contacts and a rigorous investment
discipline gained from extensive private equity and credit experience in both
developed and emerging markets, making it a partner of choice for
multinational corporations.
· Helios Fund III holds an existing 45.11% of the issued share
capital of CAB Payments through a special purpose vehicle, Merlin MidCo
Limited.
HFP
· HFP is an investment holding company that seeks to provide
shareholders long-term capital appreciation, while preserving capital, by
investing in compelling African businesses and opportunities with African
impact. Its vision is to harness the wealth of investment opportunities in
Africa to generate both globally competitive returns and real socio-economic
impact by combining world class investment capabilities with an unparalleled
mix of local and global connectivity.
· HFP is listed on the Toronto Stock Exchange. Its investment
strategy involves accessing the network of its investment adviser, HIP, to
invest in compelling African opportunities.
· With the assistance of HIP, HFP works with entrepreneurs,
management teams and investors with a view to building profitable,
value-creating and responsible businesses.
BidCo, MidCo and TopCo
· BidCo, MidCo and TopCo are newly incorporated Guernsey
non-cellular companies limited by shares formed for the purposes of making the
Acquisition.
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement (including its Appendices).
The Acquisition, and the making of the Offer, is subject to the Pre-Conditions
and the Acquisition will be subject to the Conditions and further terms set
out in Appendix I and to the full terms and conditions which will be set out
in the Offer Document and the Form of Acceptance. Appendix II contains the
sources of information and bases of calculation of certain information
contained in this summary and this Announcement. Appendix III contains details
of the irrevocable undertaking and the letter of intent received in relation
to the Acquisition that is referred to in this Announcement. A summary of the
MidCo Group and the Rollover Shares is set out in Appendix IV. Appendix V
contains definitions of certain terms used in this summary and this
Announcement.
Enquiries
BidCo and the Helios Consortium
+44 (0) 20 7484 7700
Alex Arnold
(Head of Compliance, HIP)
Sonia Keshwar
(General Counsel and Corporate Secretary, HFP)
Rothschild & Co
+44 (0) 20 7280 5000
(Financial Adviser to the Helios
Consortium)
John Deans
Toby Ross
Teneo (Communications Adviser)
+44 (0) 20 7353 4200
Rob Yates
Ed Cropley
Akin Gump LLP is acting as legal adviser to the Helios Consortium.
IMPORTANT NOTES
Important notices relating to the financial advisers
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority ("FCA") in the
United Kingdom, is acting exclusively for the Helios Consortium and no one
else in connection with the matters described in this Announcement and will
not be responsible to anyone other than the Helios Consortium for providing
the protections afforded to clients of Rothschild & Co nor for providing
advice in connection with any matter referred to herein. Neither Rothschild
& Co 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 Rothschild & Co
in connection with this Announcement, any statement contained herein or
otherwise.
Further information
This Announcement is for information purposes only. It is not intended to and
does not constitute, or form part of, any offer or invitation or the
solicitation of any offer to sell or purchase any securities or the
solicitation of any offer to otherwise acquire, subscribe for, sell or
otherwise dispose of any security pursuant to the Acquisition or otherwise,
nor shall there be any sale, issuance or transfer of securities of CAB
Payments or any member of the Helios Consortium pursuant to the Acquisition or
otherwise in any jurisdiction in contravention of applicable laws. The Offer
will be made solely by means of the Offer Document, which, when issued and
together with the Form of Acceptance, in relation to Company Shares held in
certified form, will contain the full terms and conditions of the Offer,
including details of how it may be accepted.
It is intended that the Offer Document (and the Form of Acceptance in relation
to Company Shares held in certified form) containing further details of the
Offer will be sent to CAB Payments Shareholders (other than to persons in a
Restricted Jurisdiction) within 28 days of the satisfaction or waiver of the
Pre-Conditions (unless agreed otherwise with the Panel).
This Announcement does not constitute a prospectus or prospectus exempted
document.
Information relating to CAB Payments Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by CAB Payments Shareholders, persons with information
rights and other relevant persons for the receipt of communications from CAB
Payments may be provided to BidCo during the Offer Period as required under
Section 4 of Appendix 4 to the Takeover Code.
Overseas jurisdictions
The release, publication or distribution of this Announcement, and the
availability of the Acquisition to CAB Payments Shareholders, in or into
certain jurisdictions other than the United Kingdom may be restricted by law
and therefore 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 of, their jurisdictions. 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.
Unless otherwise determined by BidCo or required by the Takeover Code, and
permitted by applicable law and regulation, the Offer will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction. Copies of this
Announcement and any formal documentation relating to the Offer are not being,
and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send it in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related purported
acceptance in respect of the Offer. The Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail 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 the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
This Announcement has been prepared for the purpose of complying with the laws
of England and Wales, the Takeover Code, the Market Abuse Regulation (EU) no.
596/2014, the Market Abuse Regulation (EU) no. 596/2014 (as it forms part of
the laws of the UK by virtue of the European Union (Withdrawal) Act 2018 (as
amended)), the UK Disclosure Guidance and Transparency Rules, and the Listing
Rules, and 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 and Wales.
The Acquisition will be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange and the FCA.
Additional information for US investors
The Offer relates to shares of a UK company and is subject to UK disclosure
requirements, which are different from those of the US. Financial information
included in this Announcement or the Offer Document has been or will have been
prepared in accordance with accounting standards applicable in the United
Kingdom that 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 United States.
The Offer will be made in the US pursuant to the applicable US tender offer
rules and securities laws, including any available exemptions thereunder, and
otherwise in accordance with the requirements of the Takeover Code.
Accordingly, the Offer may be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer timetable,
settlements procedures and timing of payments, that are different from those
applicable under US domestic tender offer procedures and law. Neither the US
Securities and Exchange Commission, nor any securities commission of any state
of the United States, has approved the Offer, passed upon the fairness of the
Offer or passed upon the adequacy or accuracy of this document. Any
representation to the contrary is a criminal offence in the US.
The receipt of cash pursuant to the Offer by a US holder of Company Shares
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 CAB Payments Shareholder is urged to consult
their independent professional adviser immediately regarding the tax
consequences of acceptance of the Offer.
BidCo is organised under the laws of a country other than the US. Some or all
of the officers and directors of BidCo, respectively, are residents of
countries other than the US. In addition, most of the assets of BidCo are
located outside the US. It may be difficult for US holders of Company Shares
to enforce their rights and any claim arising out of the US federal laws,
since BidCo and CAB Payments are located in countries other than the US, and
some or all of their officers and directors may be residents of countries
other than the US. US holders of Company Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for violations
of US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgement.
The securities to be issued in connection with the Partial Alternative Offer
pursuant to the Offer have not been and will not be registered under the US
Securities Act or the securities laws of any state or other jurisdiction of
the US and will not be listed on any stock exchange in the US. Accordingly,
the Rollover Shares may not be offered, sold or delivered, directly or
indirectly, in the US or to US persons absent registration or an applicable
exemption from, or a transaction not subject to, the registration requirements
under the US Securities Act.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by BidCo 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 BidCo 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 BidCo and
CAB Payments (including their future prospects, developments and strategies),
the expected timing and scope of the Acquisition 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", "projects",
"strategy", "scheduled", "estimates", "forecasts", "intends", "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
BidCo believes that the expectations reflected in such forward-looking
statements are reasonable, BidCo 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.
These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals; future market conditions; changes in general economic and business
conditions; the behaviour of other market participants; the anticipated
benefits from the proposed transaction not being realised as a result of
changes in general economic and market conditions in the countries in which
CAB Payments operates; weak, volatile or illiquid capital and/or credit
markets; changes in tax rates; interest rate and currency value fluctuations;
the degree of competition in the geographic and business areas in which CAB
Payments operates; and changes in laws or in supervisory expectations or
requirements. 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. For a discussion of important factors that could cause actual
results to differ from forward-looking statements in relation to CAB Payments,
refer to the Annual Report and Accounts of CAB Payments for the financial year
ended 31 December 2024.
Neither BidCo, nor any member of the Helios Consortium, nor any persons acting
in concert with it or them, nor any of its or their associates or directors,
officers or advisers, provide 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. Other than in
accordance with its legal or regulatory obligations, BidCo is not under any
obligation, and expressly disclaims any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
No profit forecasts
Nothing in this Announcement is intended, or is to be construed, 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 CAB Payments for the current or future financial
years would necessarily match or exceed the historical published earnings or
earnings per share for CAB Payments.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent 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) CAB Payments 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 10(th) Business Day
following the commencement of the Offer Period and, if appropriate, by no
later than 3.30 pm (London time) on the 10(th) Business Day following the
Announcement in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of CAB Payments 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 Takeover Code, any person who is, or becomes,
interested in one % or more of any class of relevant securities of CAB
Payments or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of CAB Payments 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) CAB Payments
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 of the Takeover
Code.
Opening Position Disclosures must also be made by CAB Payments and by any
offeror and Dealing Disclosures must also be made by CAB Payments, 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 Takeover 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 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.
Purchases outside the Offer
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, BidCo, certain affiliated companies and its or their nominees or
brokers (acting as agents) may purchase BidCo Shares (outside of the United
States) otherwise than under the Offer, such as in the open market or through
privately negotiated purchases. Such purchases shall comply with the Takeover
Code and the rules of the London Stock Exchange.
Right to switch to a Scheme
BidCo reserves the right, with the consent of the Panel, to elect to implement
the Acquisition by way of a Scheme on substantially the same terms, so far as
applicable, subject to appropriate amendments to reflect the change in method
of effecting the Acquisition as set out in Part C of Appendix I of this
Announcement.
Publication on website
A copy of this Announcement and other documents required to be published
pursuant to Rule 26 of the Takeover Code will, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, be made available at
www.heliosinvestment.com by no later than 12 noon (London time) on the
Business Day following the Announcement. The contents of the website referred
to in this Announcement are not incorporated into, and do not form part of,
this Announcement.
Requesting hard copy documents
Subject to the paragraph below, in accordance with Rule 30.3 of the Takeover
Code, CAB Payments Shareholders, persons with information rights and
participants in the Rule 15 offer may request a hard copy of this Announcement
by contacting HIP, during business hours on +44 207 484 7700.
For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to you in relation to the Acquisition
should be in hard copy form.
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, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 ("FSMA") (as amended) if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent
financial adviser.
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.
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 THAT JURISDICTION.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS NOR A PROSPECTUS EXEMPTED DOCUMENT AND
INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE
ACQUISITION, THE CASH OFFER AND/OR THE ROLLOVER SHARES EXCEPT ON THE BASIS OF
THE INFORMATION IN THE OFFER DOCUMENT, WHICH IS EXPECTED TO BE PUBLISHED IN
DUE COURSE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
2 March 2026
CASH OFFER
for
CAB Payments Holdings plc
("CAB Payments" or the "Company")
by
Mara BidCo Ltd. ("BidCo")
(a newly formed company indirectly owned or controlled by Helios Investors V,
L.P. and Helios Investors V (Mauritius) L.P. (together "Helios Fund V") and
Helios Fairfax Partners Corporation ("HFP"))
1. Introduction
BidCo is pleased to announce a cash offer to be made by it (in conjunction
with Helios Investors III, L.P. and Helios Investors III (A), L.P. (together
"Helios Fund III"), and together with Helios Fund V and HFP, the "Helios
Consortium") to acquire the entire issued and to be issued share capital of
CAB Payments excluding Company Shares already owned or controlled by Helios
Fund III (the "Acquisition").
As at the close of business on the Latest Practicable Date, Helios Fund III
owned or controlled in aggregate 114,640,189 Company Shares, representing
approximately 45.11% of CAB Payments' issued share capital.
The Acquisition is supported by shareholders representing 52.70% of CAB
Payments' issued share capital, as described in further detail in Appendix III
of this Announcement.
2. The Offer
Cash Offer
The Acquisition, and the making of the Offer, will be subject to the
satisfaction or waiver of the Pre-Conditions. Under the terms of the
Acquisition, which will be subject to the terms and Conditions set out in
Appendix I of this Announcement and to the full terms which will be set out in
the Offer Document, each CAB Payments Shareholder (other than Helios Fund III)
will be entitled to receive the following:
1.15 US Dollars in cash for each Company Share ("Cash Offer").
Based on the Cash Offer, the Acquisition values the entire issued and to be
issued share capital of CAB Payments on a fully diluted basis at approximately
USD 297 million (and GBP 221 million) (calculated on the basis described in
Appendix II of this Announcement).
The Cash Offer represents a:
· 23% premium to the volume weighted average share price for the
thirty-day trading period ended 30 January 2026 (being the last Business Day
prior to the commencement of the Offer Period); and
· 40% premium to the volume weighted average share price for the
ninety-day trading period ended 30 January 2026 (being the last Business Day
prior to the commencement of the Offer Period).
Partial Alternative Offer
As a partial alternative to the Cash Offer, Eligible CAB Payments Shareholders
may elect to receive:
for each Company Share, 1 unlisted non-voting ordinary share in the capital of
BidCo
(the "Rollover Shares") (the "Partial Alternative Offer")
in exchange for all of their holding of Company Shares, subject to the terms
of the Partial Alternative Offer.
The Rollover Shares shall have the rights as summarised in Appendix IV of this
Announcement and as will be summarised in the Offer Document and to be set out
in the BidCo Shareholders' Agreement.
Eligible CAB Payments Shareholders who accept the Offer but who do not
positively elect to receive the Partial Alternative Offer, Restricted CAB
Payments Shareholders and Eligible CAB Payments Shareholders who make an
election for the Partial Alternative Offer but fail to provide certain "Know
Your Customer" information, will receive the Cash Offer only as consideration
for the sale of all of their Company Shares.
The Partial Alternative Offer will be limited to an aggregate maximum of
38,121,483 Company Shares, representing approximately 15% of the issued share
capital of CAB Payments at the Latest Practicable Date (the "Partial
Alternative Offer Maximum"). The Partial Alternative Offer will be scaled back
on a pro rata basis as between validly electing CAB Payments Shareholders if
valid elections for the Partial Alternative Offer are received in respect of a
total number of Company Shares in excess of the Partial Alternative Offer
Maximum and, in such circumstances, Eligible CAB Payments Shareholders whose
elections are scaled back will receive the Cash Offer in respect of their
Company Shares which are not exchanged for Rollover Shares. As a result,
Eligible CAB Payments Shareholders who elect for the Partial Alternative Offer
may not know the exact number of Rollover Shares they will receive until
settlement of the consideration due to them under the terms of the
Acquisition.
For the purposes of Rule 24.11 of the Takeover Code, Rothschild & Co, as
financial adviser to the Helios Consortium, will provide an estimate of the
value of the Rollover Shares which will be included in the Offer Document,
together with the assumptions, qualifications and caveats forming the basis of
the estimate.
Further information about the Rollover Shares and the MidCo Group (including
BidCo's capital structure, and the rights attaching to the shares in BidCo,
including the rights in respect of the Rollover Shares) is set out in
paragraphs 4, 9 and 11 and in Appendix IV of this Announcement.
Other matters
If, on or after the date of this Announcement and before the Effective Date,
any dividend and/or other distribution and/or other return of capital is
declared, made or paid or becomes payable in respect of the Company Shares,
BidCo reserves the right to reduce the consideration payable under the terms
of the Acquisition for the Company Shares by an amount up to the amount of
such dividend and/or distribution and/or return of capital in respect of those
Company Shares which are the subject of the Offer, in which case any reference
in this Announcement or in the Offer Document to the consideration payable
under the terms of the Acquisition will be deemed to be a reference to the
consideration as so reduced.
3. Background to and reasons for the Acquisition
Helios Fund III has been invested in CAB Payments since 2016 and remains a
strong supporter of CAB Payments. However, the Helios Consortium believes CAB
Payments is now facing significant strategic challenges.
The market and competitive environment in which CAB Payments operates is
undergoing rapid and fundamental change
· Regulatory developments have lowered barriers to entry across key
currency corridors, facilitating the proliferation of well-capitalised and
technologically advanced competitors in CAB Payments' core markets.
· Rapid adoption in CAB Payments' core markets of cross-border
payment systems based on stablecoins and other digital currencies represents a
fundamental change in the operating environment and markets for FX and
cross-border payments. Stablecoin-based platforms are rapidly capturing market
share.
· Further regulatory developments (such as the GENIUS Act) and
greater openness to granting US banking licences and Federal Reserve Master
Account access are expected to further erode the relative advantage provided
to CAB Payments by its regulatory footprint.
The Helios Consortium believes that CAB Payments has not demonstrated
sufficiently strong execution capability since IPO to defend and transform its
business amidst these market changes
· Strategic initiatives, including new regulatory licences and
commercial partnerships, announced by CAB Payments do not appear to have had
meaningful positive financial impact for CAB Payments' shareholders.
· CAB Payments has delivered volume and revenue growth materially
below its own and market expectations.
· Market forecasts for CAB Payments have deteriorated meaningfully
since the publication of the FY23 results (as evidenced by the table below).
The following table sets out the average consensus forecasts for full year
2024 adjusted EBITDA and adjusted EPS published after CAB Payments announced
its full year results for the year ended 2023 and compares them with the
actual full year 2024 results.
The table also compares the average consensus forecasts for full year 2025 and
2026 adjusted EBITDA and adjusted EPS published after CAB Payments announced
its full year results for the year ended 2023 and compares them with the
average consensus forecasts published after CAB Payments announced its trading
update for full year 2025.
Adj. EBITDA (£m) Adj. EPS (p per share)
2024 2025 2026 2024 2025 2026
Consensus forecast post FY23 results publication 62 75 86 15.5 18.5 20.3
Actual 31 - - 6.3 - -
Current consensus - 33 38 - 6.6 7.9
Variance (50%) (56%) (56%) (59%) (64%) (61%)
These consensus estimates are shown without the agreement or the approval of
CAB Payments.
The Helios Consortium believes that CAB Payments has the potential to leverage
its regulatory footprint and commercial network to remain relevant and
ultimately to thrive in the new global architecture for cross-border payments
and FX in which digital currencies play a significant role. However, to
achieve this, the Helios Consortium believes that CAB Payments will need to
move very quickly to acquire the requisite expertise and then to operate
decisively with flawless execution, disciplined and focused capital allocation
and the nimbleness to continue to adapt as market conditions further evolve.
The Helios Consortium believes this transformation in strategic delivery will
be best achieved under the private ownership of the Helios Consortium,
supported by the Helios Consortium's deep sector expertise and long track
record in payments.
The Helios Consortium believes that after CAB Payments' challenging period as
a listed company, including a profit downgrade, executive leadership change
and a withdrawn possible offer from StoneX Group Inc., the long-term success
of the business will be better supported under the Helios Consortium's private
ownership.
4. Partial Alternative Offer
Eligible CAB Payments Shareholders should ascertain whether acquiring or
holding Rollover Shares is affected by the laws of the relevant jurisdiction
in which they reside and consider whether Rollover Shares are a suitable
investment in light of their own personal circumstances.
Advantages of the Partial Alternative Offer
· The Partial Alternative Offer allows Eligible CAB Payments
Shareholders to invest directly in BidCo, providing continued economic
exposure to CAB Payments under private ownership and without the associated
costs of being a public company.
· The Partial Alternative Offer allows Eligible CAB Payments
Shareholders to benefit from the opportunities that exist within the rapidly
evolving cross-border payments and FX landscape, and to participate in
possible future value creation.
· The Helios Consortium believes that the long-term success of CAB
Payments, including any transformation in strategic delivery, will be best
achieved under the private ownership of the Helios Consortium and the Partial
Alternative Offer provides Eligible CAB Payments Shareholders the opportunity
to participate in this potential upside.
· The Partial Alternative Offer provides Eligible CAB Payments
Shareholders with the opportunity to have exposure to a business that will be
run by the Helios Consortium, which has deep sector expertise and a long,
successful track record across both payments businesses and Africa-focussed
investments.
· The Rollover Shares will rank economically pari passu with the
BidCo Shares in issue at the time the Rollover Shares are allotted and issued,
including the right to receive and retain dividends and other distributions
declared, made or paid by reference to a record date falling after the
Effective Date.
· Holders of Rollover Shares will, subject to certain exclusions
summarised in Appendix IV of this Announcement, have the benefit of
pre-emption rights on any new issue of BidCo Shares.
Disadvantages of the Partial Alternative Offer
· The Rollover Shares will not be admitted to trading on any stock
exchange and will therefore be illiquid.
· The Rollover Shares will be subject to significant transfer
restrictions. For a period of three years from the Effective Date, transfers
of Rollover Shares will be subject to a lock-up and may only be transferred
with the consent of the holders of BidCo Voting Shares except in certain
limited circumstances. Following the Lock-up Period, any transfers of Rollover
Shares will be subject to a right of first offer in favour of the holders of
BidCo Voting Shares. All transfers will be subject to receipt of regulatory
approvals (including, if applicable, PRA and/or FCA change of control
consents). Eligible CAB Payments Shareholders electing for the Partial
Alternative Offer should, therefore, be prepared to potentially hold Rollover
Shares for a significant period of time.
· The Rollover Shares will be of uncertain value and there can be
no assurance that they will be capable of being sold in the future.
· As the Rollover Shares do not have voting rights save on limited
matters specifically affecting the rights of holders as holders of Rollover
Shares, their holders will have no influence over decisions made by BidCo in
relation to its investment in CAB Payments or any other business decision.
· Company Shares are currently listed on the Equity Shares
(Commercial Companies) category of the London Stock Exchange's Main Market.
Certain standards and protections afforded to shareholders in a listed company
are substantially different to those which apply to a shareholding in an
unlisted company, such as that which an Eligible CAB Payments Shareholder
would receive as a result of validly electing for the Partial Alternative
Offer.
· Eligible CAB Payments Shareholders who elect for the Partial
Alternative Offer will have no certainty as to the number of Rollover Shares
they would receive because (i) the Partial Alternative Offer will be limited
to the Partial Alternative Offer Maximum and (ii) to the extent that elections
for the Partial Alternative Offer cannot be satisfied in full, the number of
Rollover Shares will be scaled back on a pro rata basis as between validly
electing Eligible CAB Payments Shareholders, and the balance of the
consideration for each relevant Eligible CAB Payments Shareholder will be paid
in cash in accordance with the terms of the Cash Offer.
5. Information about CAB Payments
CAB Payments is a public limited company incorporated in England and Wales on
26 June 2015 under the Companies Act with registered number 09659405.
It is a payment processing and foreign exchange business listed on the main
market of the London Stock Exchange. Its three principal business lines of FX,
Payments and Banking Services, service a range of clients including non-bank
financial institutions, international development organisations and both
emerging and major market financial institutions and banks.
CAB Payments operates in over 150 countries and in 120 currencies. It
specialises in the world's traditionally hard-to-reach markets.
6. Information about the relevant parties
Helios Investment Partners and the Helios Funds
· Helios Investment Partners LLP ("HIP") is a leading pan-Africa
focused private investment firm, providing investment advice to funds and
other investment vehicles which have raised capital in excess of USD 3
billion, including private equity funds, such as Helios Fund III and Helios
Fund V (together the "Helios Funds"), a climate fund and a venture capital
fund. Its portfolio companies operate in over 35 countries across the African
continent, enabling it to drive transformative growth in diverse industries.
HIP's approach is underpinned by a highly engaged portfolio operations team of
sector experts and functional specialists who support the growth of its
companies. HIP combines world-class investment skills, deep portfolio
operations capability, and strong, diverse local and global networks. The HIP
team has a deep understanding of the emerging markets investment environment,
supported by an extensive network of contacts and a rigorous investment
discipline gained from extensive private equity and credit experience in both
developed and emerging markets, making it a partner of choice for
multinational corporations.
· Helios Fund III holds an existing 45.11% of the issued share
capital of CAB Payments through a special purpose vehicle, Merlin MidCo
Limited.
HFP
· HFP is an investment holding company that seeks to provide
shareholders long-term capital appreciation, while preserving capital, by
investing in compelling African businesses and opportunities with African
impact. Its vision is to harness the wealth of investment opportunities in
Africa to generate both globally competitive returns and real socio-economic
impact by combining world class investment capabilities with an unparalleled
mix of local and global connectivity.
· HFP is listed on the Toronto Stock Exchange. Its investment
strategy involves accessing the network of its investment adviser, HIP, to
invest in compelling African opportunities.
· With the assistance of HIP, HFP works with entrepreneurs,
management teams and investors with a view to building profitable,
value-creating and responsible businesses.
BidCo, MidCo and TopCo
· BidCo, MidCo and TopCo are newly incorporated Guernsey
non-cellular companies limited by shares formed for the purposes of making the
Acquisition.
7. Intentions of BidCo
The Helios Consortium has been a strong supporter of CAB Payments and
understands the CAB Payments' business. However, in the context of the
Acquisition, CAB Payments Shareholders should be aware that the Helios
Consortium has not had access to CAB Payments' non-public information or
documentation. Given the Helios Consortium's deep sector expertise and a long
track record in payments, it is confident that it will be able to support the
growth of the CAB Payments' business.
This assessment of the business is based on the Helios Consortium's own
outside-in perspectives, industry benchmarks and publicly available
information. Following completion of the Offer, the Helios Consortium intends
to undertake a high-level strategic review of CAB Payments' business in order
to validate its perspectives and support the delivery of its strategic plans
for CAB Payments' (the "Post-Completion Review"). The Post-Completion Review
is expected to take approximately six months from the Effective Date and will
focus on evaluating the organisational and governance structure of CAB
Payments with the aim of more closely aligning the business' performance
against strategic plans (as set out in more detail below).
Strategic plans for CAB Payments
BidCo recognises the important role that CAB Payments could play in the FX and
cross border payments industry. As such, BidCo's intentions are to support the
Company in maximising the multiple potential growth opportunities that it
could more easily exploit as a private company, as the cross-border payments
industry continues to evolve, while ensuring the continued growth of its core
business.
BidCo intends to continue to strengthen CAB Payments' core value proposition
to its key customer segments, and to review and align product strategy to key
customer segment needs and market changes.
Furthermore, BidCo recognises the value of the licences and commercial
partnerships obtained by CAB Payments and intends to support the monetisation
of these licences and partnerships.
A potential growth area for CAB Payments is leveraging the use of digital
currencies in cross-border payments. BidCo intends to support the Company to
more fully develop and explore a credible digital asset strategy to maximise
the opportunity for CAB Payments in this potential growth area.
Directors, management and employees
BidCo intends that the existing personnel of CAB Payments will continue to
contribute to the success of CAB Payments following the Acquisition becoming
Effective. BidCo places a high value on people and believes that identifying
and retaining key staff within the Company will be of paramount importance.
BidCo expects that each of the CAB Payments directors will resign from their
office as a director of CAB Payments upon completion of the Acquisition.
As noted in paragraph 12 below, if BidCo reaches the requisite acceptance
threshold, an application will be made to the London Stock Exchange for the
cancellation of the trading of the Company Shares on the London Stock
Exchange's Main Market, and to the FCA to request cancellation of the listing
of the Company Shares on the Official List. In that case, BidCo intends to
remove any central support functions that currently support CAB Payments'
status as a publicly listed company.
Other than in respect of the functions associated with CAB Payments' status as
a publicly listed company, BidCo does not intend for there to be any material
reduction in headcount.
Existing rights and pensions
BidCo confirms that, following the Acquisition becoming Effective, the
existing contractual and statutory employment rights, including in relation to
pensions, of all CAB Payments employees will be safeguarded in accordance with
applicable law. BidCo does not intend for there to be any changes to employer
contributions into CAB Payments' pension schemes (including with regard to
current arrangements for the funding of any scheme deficit), the accrual of
benefits for existing members, and the admission of new members. Save as set
out in this Announcement, BidCo does not intend to make any material changes
to the conditions of employment, or to the balance of skills and functions, of
the employees or management of CAB Payments.
Management incentivisation arrangements
BidCo has not entered into, and has not had discussions regarding proposals to
enter into, any form of incentivisation or any other arrangements with members
of CAB Payments' management. It is the intention of BidCo to put in place
appropriate arrangements for management of CAB Payments following the
Acquisition becoming Effective.
Locations, headquarters, fixed assets, branding and research and development
BidCo intends to retain CAB Payments' headquarters and headquarter functions
(save for possible amendments related to a reduction in listed company
functions referred to above). BidCo does not intend to make any material
changes in the locations of CAB Payments' places of business.
BidCo will review CAB Payments' fixed asset base as part of its
Post-Completion Review but does not intend to make any material changes with
respect to the deployment of CAB Payments' fixed asset base. BidCo intends
that CAB Payments will continue to operate as a standalone business group and
will retain the current company name. CAB Payments does not currently have a
research and development function and BidCo has no plans in this regard.
Trading facilities
CAB Payments is currently listed on the Official List and admitted to trading
on the London Stock Exchange's Main Market. If the requisite acceptance
thresholds referred to in paragraph 12 below are reached, an application will
be made to the London Stock Exchange for the cancellation of the trading of
the Company Shares on the London Stock Exchange's Main Market, and to the FCA
to request cancellation of the listing of the Company Shares on the Official
List.
BidCo also intends that, if the Company Shares are delisted, CAB Payments will
be re-registered as a private limited company.
8. Financing of the Acquisition
The cash consideration payable by BidCo to CAB Payments Shareholders under the
terms of the Acquisition will be financed by equity capital invested by Helios
Fund V (through TopCo) and HFP in MidCo, which will be made available to BidCo
by way of MidCo subscribing for equity in BidCo.
Helios Fund V will fund its equity investment by way of committed capital from
its existing limited partners and, if required, through a separate debt
facility provided by RMB. HFP will fund its equity investment through a debt
facility provided by RMB.
Other potential equity investors may take direct or indirect minority
interests in BidCo during the Offer Period or once the Acquisition completes.
Rothschild & Co, in its capacity as financial adviser to the Helios
Consortium, is satisfied that sufficient resources are available to BidCo to
enable it to satisfy in full the cash consideration payable to CAB Payments
Shareholders, under the terms of the Acquisition.
9. Further details in respect of the Partial Alternative Offer
The Partial Alternative Offer will be limited to a number of Company Shares
not exceeding the Partial Alternative Offer Maximum.
If valid elections are received from Eligible CAB Payments Shareholders in
respect of a number of Company Shares that exceeds the Partial Alternative
Offer Maximum, such elections will be unable to be satisfied in full.
In these circumstances, the number of Company Shares that each such Eligible
CAB Payments Shareholder is entitled to exchange for Rollover Shares will be
scaled back on a pro rata basis as between validly electing Eligible CAB
Payments Shareholders, and the balance of the consideration for each Company
Share will be paid in cash in accordance with the terms of the Cash Offer. As
a result, Eligible CAB Payments Shareholders who make a valid election for the
Partial Alternative Offer may not know the exact number of Rollover Shares
they will receive until settlement of the consideration due to them under the
terms of the Acquisition. For the avoidance of doubt, in such a scenario, the
ratio at which each Company Share is exchanged for Rollover Shares will remain
unchanged.
For the purposes of Rule 24.11 of the Takeover Code, Rothschild & Co, in
its capacity as financial adviser to the Helios Consortium, will provide an
estimate of the value of the Rollover Shares which will be included in the
Offer Document, together with the assumptions, qualifications and caveats
forming the basis of its estimate of value.
BidCo will assess if valid elections have been received from Eligible CAB
Payments Shareholders in respect of a number of Company Shares that exceeds
the Partial Alternative Offer Maximum, and, therefore, the extent of any need
to scale back such elections based on valid elections received by the deadline
for making such elections (which shall be set out in the Offer Document).
In order to comply with Guernsey law, Eligible CAB Payments Shareholders who
wish to make an election for the Partial Alternative Offer will be required,
as a condition to their election being treated as valid and to Rollover Shares
being issued to them, to provide "Know Your Customer" information to BidCo's
Administrator. Details regarding the information to be provided, and the
manner in which it must be provided, will be set out in the Offer Document.
Failure to provide the required information will result in elections for the
Partial Alternative Offer being invalid and Eligible CAB Payments Shareholders
who made such an invalid election will instead receive the Cash Offer for the
number of Company Shares in respect of which they purported to make an
election for the Partial Alternative Offer.
The fractional entitlements of each Eligible CAB Payments Shareholder who
validly elects for Rollover Shares under the Partial Alternative Offer will be
reduced to the nearest number of whole Rollover Shares per Eligible CAB
Payments Shareholder. Any fractional entitlements to Rollover Shares will not
be allotted or issued to such Eligible CAB Payments Shareholders and will be
disregarded.
CAB Payments Shareholders who are Restricted CAB Payments Shareholders in
respect of the Partial Alternative Offer will receive the Cash Offer only as
consideration for the sale of their Company Shares. Details regarding the
treatment of Restricted CAB Payments Shareholders will also be set out in the
Offer Document.
Eligible CAB Payments Shareholders who accept the Offer but who do not validly
elect for the Partial Alternative Offer will automatically receive the full
amount of the Cash Offer for their entire holding of Company Shares.
Eligible CAB Payments Shareholders who validly elect for the Partial
Alternative Offer will receive their Rollover Shares pursuant to a rollover
mechanism whereby, on or shortly after the Effective Date and subject to any
scaling back as described above, any Company Shares in respect of which an
Eligible CAB Payments Shareholder validly elects for the Partial Alternative
Offer will be exchanged for Rollover Shares to be issued by BidCo.
Pursuant to the Power of Attorney, Eligible CAB Payments Shareholders who
validly elect for the Partial Alternative Offer will irrevocably appoint
BidCo, and any director of, or person authorised, by BidCo, as their attorney
and/or agent to execute on their behalf all documents necessary or desirable
to effect the rollover mechanics summarised above and, in the case of Eligible
CAB Payments Shareholders who validly elect for the Partial Alternative Offer,
to deliver on their behalf a fully executed deed of adherence pursuant to
which they will be bound by the BidCo Shareholders' Agreement.
Further information about the Rollover Shares and the MidCo Group (including
BidCo's capital structure, and the rights attaching to the shares in BidCo,
including the rights in respect of the Rollover Shares) is set out in
paragraphs 4, 9 and 11 and in Appendix IV of this Announcement.
10. Offer related arrangements
Joint Bidding Agreement
The Helios Consortium has entered into a joint bidding agreement dated 2 March
2026 (the "Joint Bidding Agreement"), pursuant to which they have agreed
certain principles in accordance with which they intend to jointly make
decisions and co-operate in respect of the Acquisition.
The terms of the Joint Bidding Agreement include, amongst other things, mutual
exclusivity undertakings such that the parties will not other than pursuant to
the Acquisition, (i) acquire or sell any interest in Company Shares, (ii)
announce, make, or procure or induce any person to announce or make, any firm
or possible offer for all or any of the Company Shares, (iii) enter into,
solicit, facilitate, make any statement supporting or encourage any
discussion, enquiry or proposal from, or discussions or negotiations with, any
person in relation to the possible acquisition or disposal of an interest in
Company Shares.
11. Risk factors and other investment considerations in respect of the
Partial Alternative Offer
The attention of Eligible CAB Payments Shareholders who may be considering
electing for the Partial Alternative Offer is drawn to certain risk factors
and other investment considerations relevant to such an election. You are
recommended to seek your own independent financial advice in respect of the
Partial Alternative Offer.
These risk factors will be set out in the Offer Document and include, amongst
others, the following:
· following the Effective Date, the MidCo Group will be controlled
by the Helios Consortium and the Rollover Shares will not carry any voting
rights. Eligible CAB Payments Shareholders electing for the Partial
Alternative Offer will, therefore, have no influence over decisions made by
the Helios Consortium in relation to its investment in CAB Payments or any
other business decision;
· the Rollover Shares will comprise securities in a Guernsey
non-cellular company limited by shares, and there is no current expectation
that the Rollover Shares will be listed or admitted to trading on any exchange
or market for the trading of securities, and they will therefore be illiquid;
· in relation to any issue of securities in BidCo which holders of
Rollover Shares are entitled to participate, if they wish to avoid their
percentage interest in BidCo being reduced by any such issue, they will need
to invest further cash sums in BidCo;
· the Rollover Shares may be transferred only in limited
circumstances (a summary of which is set out in Appendix IV of this
Announcement);
· holders of Rollover Shares will, in the same way as all other
BidCo Voting Shareholders, see their economic returns diluted as a result of
the transaction costs incurred by BidCo in connection with the Acquisition
(information on which will be included in the Offer Document) and the fact
that BidCo will be liable to pay UK stamp duty or stamp duty reserve tax on
all Company Shares acquired by it;
· save for those rights prescribed by applicable law, the holders
of Rollover Shares will enjoy only limited minority protections or other
rights (as summarised in Appendix IV of this Announcement);
· the value of the Rollover Shares will be uncertain and may be
affected by future performance of the BidCo Group (which itself is uncertain),
failure by the business to develop new technologies and processes, speculation
about the BidCo Group in the press or the investment community, strategic
actions by competitors (including acquisitions or restructurings), changes in
market conditions, new industry competitors, shifting market dynamics and
regulatory changes in any number of countries;
· there can be no assurance that the Rollover Shares will be
capable of being sold in the future or that they will be capable of being sold
at the value to be estimated by Rothschild & Co in the Offer Document;
· Company Shares are currently listed on the Equity Shares
(Commercial Companies) category of the London Stock Exchange's Main Market.
Certain standards and protections afforded to shareholders in a premium listed
company are substantially different to those which apply to a shareholding in
an unlisted company, such as that which an Eligible CAB Payments Shareholder
would receive as a result of validly electing for the Partial Alternative
Offer;
· Eligible CAB Payments Shareholders will only be able to elect for
the Partial Alternative Offer in relation to their entire holding of Company
Shares and not part only (subject to the scale back mechanism);
· if valid elections for the Partial Alternative Offer are received
in respect of a total number of Company Shares in excess of the Partial
Alternative Offer Maximum, Eligible CAB Payments Shareholders who elect for
the Partial Alternative Offer cannot be certain as to the number of Rollover
Shares they will receive because, to the extent that the elections for the
Partial Alternative Offer cannot be satisfied in full, the number of Rollover
Shares to be issued in connection with the Partial Alternative Offer will be
scaled back on a pro rata basis, and the balance of the consideration for each
Company Share will be paid in cash in accordance with the terms of the Cash
Offer;
· dividend payments and/or other returns of capital in respect of
the Rollover Shares are not guaranteed and may never be made; and
· the holders of Rollover Shares may be required in the future to
sell their Rollover Shares under the terms of a "drag along" provision (a
summary of which is set out in Appendix IV of this Announcement).
12. De-listing and re-registration and compulsory acquisition
If the Offer becomes or is declared unconditional, and sufficient acceptances
are received (in addition to the 45.11% interest in CAB Payments that Helios
Fund III already owns), BidCo intends to procure that CAB Payments will make
an application for the cancellation of the listing of the Company Shares on
the Official List and for the cancellation of trading of the Company Shares on
the London Stock Exchange's Main Market.
It is anticipated that the application for cancellation of listing on the
Official List and admission to trading on the London Stock Exchange will take
effect no earlier than the date that is 20 Business Days after BidCo has
acquired or agreed to acquire sufficient Company Shares such that (together
with the Company Shares held (directly or indirectly) or controlled by Helios
Fund III) it would hold 75% of the voting rights attaching to the Company
Shares. The cancellation of the listing would significantly reduce the
liquidity and marketability of the Company Shares not assented to the Offer at
the time.
If BidCo has received acceptances under the Offer in respect of, or otherwise
has acquired, 90% or more of the Company Shares to which the Offer relates,
BidCo will exercise its rights pursuant to the provisions of Chapter 3 of Part
28 of the Companies Act to acquire compulsorily the remaining Company Shares
in respect of which the Offer has not been accepted.
BidCo also intends that, if the Company Shares are delisted, CAB Payments will
be re-registered as a private limited company.
13. Irrevocable undertaking and letter of intent
BidCo has received an irrevocable undertaking from Eurocomm in respect of a
total of 13,264,981 Company Shares representing, in aggregate, approximately
5.22% of CAB Payments' issued share capital as at the close of business on the
Latest Practicable Date.
Pursuant to the irrevocable undertaking, Eurocomm has agreed to (i) accept or
procure acceptance of the Offer (or, if the Acquisition is implemented by way
of a Scheme, to vote in favour of a Scheme at the Court Meeting and the
resolutions to be proposed at a CAB Payments General Meeting, as necessary),
and (ii) elect to receive the Partial Alternative Offer, in each case in
respect of its entire interest in Company Shares.
BidCo has also received a letter of intent from Bhairav Trivedi supporting the
Acquisition in respect of a total of 6,019,689 Company Shares, representing,
in aggregate, approximately 2.37% of CAB Payments' issued share capital as at
the close of business on the Latest Practicable Date.
As a result, BidCo and the Helios Consortium own or control, or have received
an irrevocable undertaking and a letter of intent in respect of, a total of
133,924,859 Company Shares, representing approximately 52.70% of CAB Payments'
issued share capital as at the close of business on the Latest Practicable
Date.
Further details of the irrevocable undertaking and letter of intent are set
out in Appendix III of this Announcement.
14. Rule 15 offer
Appropriate offers will be made to holders of options and warrants in respect
of securities of CAB Payments and/or awards under any relevant CAB Payments
share or award plans as required by Rule 15 of the Takeover Code.
15. Offer structure, timetable, Pre-Conditions and Conditions to the
Acquisition
It is intended that the Acquisition will be implemented by way of the Offer.
The Acquisition, and the making of the Offer, will be subject to the
satisfaction or waiver of the Pre-Conditions as set out in further detail in
Part A of Appendix I of this Announcement. The Acquisition will be subject to
the Pre-Conditions, the Conditions and certain further terms set out in this
Announcement at Appendix I of this Announcement and to the full terms and
conditions which will be set out in the Offer Document.
As described in Appendix I of this Announcement, and subject to the rules of
the Takeover Code, the Acceptance Condition shall be satisfied once valid
acceptances of the Offer have been received by no later than 1.00 p.m. on the
Unconditional Date (or such other times and/or dates as BidCo may specify,
subject to the rules of the Takeover Code and where applicable with the
consent of the Panel) in respect of 75% (or such lesser percentage as BidCo
may decide) of the Company Shares (inclusive of those Company Shares held
(directly or indirectly) or controlled by Helios Fund III) and of the voting
rights attached to those shares.
The Panel Executive has confirmed on an ex parte basis that the Company Shares
held (directly or indirectly) or controlled by Helios Fund III will count
towards the relevant thresholds for the purposes of satisfaction of the
Acceptance Condition by the Helios Consortium.
BidCo may, in its absolute discretion, decide to waive the Acceptance
Condition down to a lesser percentage, subject to and in accordance with the
terms of the Acceptance Condition and Rule 10 of the Takeover Code. The
Acquisition shall lapse unless all of the Pre-Conditions or Conditions (except
for the Acceptance Condition) have been fulfilled or, where permitted, waived
or, where appropriate, have been determined by BidCo to be or remain
satisfied, by midnight on the earlier of the Unconditional Date and the
Longstop Date (subject to the rules of the Takeover Code and, where
applicable, the consent of the Panel).
BidCo reserves the right, with the consent of the Panel, to elect to implement
the Acquisition by way of a Scheme. In such event, the Scheme will be
implemented on substantially the same terms, so far as applicable, as those
which would apply to the Acquisition, subject to appropriate amendments
(including to statutory voting requirements) to reflect the change in method
of implementing the Acquisition.
It is intended that the London Stock Exchange and the FCA will be requested
respectively to cancel trading in Company Shares on the London Stock
Exchange's Main Market for listed securities and the listing of the Company
Shares from the Official List no earlier than 20 Business Days following the
date on which the Offer becomes or is declared unconditional and BidCo has
acquired or agreed to acquire sufficient Company Shares such that (together
with the Company Shares held (directly or indirectly) or controlled by Helios
Fund III) it would hold 75% of the voting rights attaching to the Company
Shares. Delisting would significantly reduce the liquidity (if any) and
marketability of any Company Shares whose holders did not assent to the Offer
at that time.
It is intended that CAB Payments be re‑registered as a private limited
company as soon as practicable following the cancellation of the listing and
trading of Company Shares.
The making of the Offer by the publication of the Offer Document will take
place as soon as reasonably practicable, and in any event within 28 days, of
the satisfaction or waiver of the Pre-Conditions (unless agreed otherwise with
the Panel). Further information about the Acquisition will be set out in the
Offer Document.
The Longstop Date for the Acquisition is 2 May 2027. Subject to satisfaction
or (if permitted) waiver of the Pre-Conditions and Conditions and certain
further terms set out in this Announcement at Appendix I of this Announcement,
it is expected that the Acquisition will become or be declared unconditional
during second quarter of next year (although this could occur earlier).
16. Disclosure of Interests in Relevant Securities
In this paragraph 16, "Relevant Securities" means Company Shares and
securities convertible into, or rights to subscribe for, options (including
traded options) in respect thereof and derivatives referenced thereto.
As of the date of this Announcement, BidCo has received an irrevocable
undertaking and a letter of intent in respect of 19,284,670 Company Shares as
described in paragraph 13. Helios Fund III, which is a concert party of BidCo
and a member of the Helios Consortium, holds or controls in aggregate
114,640,189 Company Shares representing a 45.11% interest in CAB Payments.
As at the close of business on 27 February 2026 (being the last Business Day
prior to the publication of this Announcement), save as disclosed in this
Announcement, neither BidCo, nor its directors, nor so far as BidCo is aware,
any persons acting in concert with it:
(a) has an interest in, or right to subscribe for, any Relevant Securities;
(b) has 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 purchase or take delivery of Relevant Securities;
(c) has borrowed or lent (including, for these purposes, entering into any
financial collateral arrangements of the kind referred to in Note 4 on Rule
4.6 of the Takeover Code) any Relevant Securities; or
(d) has any outstanding irrevocable commitment or letter of intent with
respect to Relevant Securities.
Furthermore, save as disclosed in this Announcement, no arrangement exists
with BidCo in relation to the Relevant Securities. For these purposes, an
"arrangement" includes any indemnity or option arrangement, any agreement or
any understanding, formal or informal, of whatever nature, relating to the
Relevant Securities which may be an inducement to deal or refrain from dealing
in such securities.
17. Overseas CAB Payments Shareholders
The availability of the Acquisition to CAB Payments Shareholders who are not
resident in the UK may be affected by the laws and/or regulations of their
relevant jurisdiction. Therefore, such persons should inform themselves about
and observe any applicable legal or regulatory requirements in their
jurisdiction. Further details in relation to Overseas CAB Payments
Shareholders will be set out in the Offer Document. If you are in any doubt,
you should consult your professional adviser in the relevant jurisdiction
without delay.
18. Documents on display
Copies of the following display documents required to be published pursuant to
Rule 26.1 and Rule 26.2 of the Takeover Code will, by no later than 12 noon
(London time) on the Business Day following the date of this Announcement, be
published on the Helios Consortium's website at www.heliosinvestment.com, and
will be available for inspection on such websites until the end of the Offer
Period:
(a) this Announcement;
(b) the Joint Bidding Agreement;
(c) the irrevocable undertaking and a letter of intent described in
paragraph 13 above;
(d) the debt and equity documentation entered into in connection with the
financing of the Acquisition; and
(e) the written consent letter from Rothschild & Co.
Copies of further announcements and other documents in connection with the
Acquisition will, subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, be made available on BidCo's and CAB Payments'
websites by no later than 12 noon (London time) on the Business Day following
the date of the relevant announcement or document, pursuant to Rule 26.1 of
the Takeover Code.
The contents of the websites referred to in this Announcement are not
incorporated into, and do not form part of, this Announcement.
19. Requesting hard copy documents
Subject to the paragraph below, in accordance with Rule 30.3 of the Takeover
Code, CAB Payments Shareholders, persons with information rights and
participants in the Rule 15 offer may request a hard copy of this Announcement
by contacting HIP during business hours on +44 207 484 7700.
For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
20. General
The making of the Offer by the publication of the Offer Document will take
place as soon as reasonably practicable, and in any event within 28 days, of
the satisfaction or waiver of the Pre-Conditions (unless agreed otherwise with
the Panel). Further information about the Acquisition will be set out in the
Offer Document.
An expected timetable of principal events will be included in the Offer
Document.
BidCo reserves the right, with the consent of the Panel, to elect to implement
the Acquisition by way of a Scheme. In such event, the Scheme will be
implemented on substantially the same terms, so far as applicable, as those
which would apply to the Acquisition, subject to appropriate amendments
(including to statutory voting requirements) to reflect the change in method
of implementing the Acquisition.
The Acquisition and the making of the Offer will be subject to the
Pre-Conditions, and the Acquisition will be subject to the Conditions and
further terms set out in Appendix I and to the full terms and conditions which
will be set out in the Offer Document and the Form of Acceptance. Appendix II
contains the sources of information and bases of calculation of certain
information contained in this summary and this Announcement. Appendix III
contains details of the irrevocable undertaking and the letter of intent
received in relation to the Acquisition that is referred to in this
Announcement. A summary of the MidCo Group and the rights attaching to the
shares in BidCo, including the rights in respect of the Rollover Shares is set
out in Appendix IV. Appendix V contains definitions of certain terms used in
this summary and this Announcement.
The Acquisition will be governed by the laws of England and Wales and will be
subject to the jurisdiction of the English courts. The Acquisition will be
subject to the applicable requirements of the Takeover Code and the Listing
Rules.
Rothschild & Co has given and not withdrawn its consent to the inclusion
in this Announcement of the references to its name in the form and context in
which they appear.
Enquiries
BidCo and the Helios Consortium
+44 (0) 20 7484 7700
Alex Arnold
(Head of Compliance, HIP)
Sonia Keshwar
(General Counsel and Corporate Secretary, HFP)
Rothschild & Co
+44 (0) 20 7280 5000
(Financial Adviser to the Helios
Consortium)
John Deans
Toby Ross
Teneo (Communications Adviser)
+44 (0) 20 7353 4200
Rob Yates
Ed Cropley
Akin Gump LLP is acting as legal adviser to the Helios Consortium.
IMPORTANT NOTES
Important notices relating to the financial advisers
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority ("FCA") in the
United Kingdom, is acting exclusively for the Helios Consortium and no one
else in connection with the matters described in this Announcement and will
not be responsible to anyone other than the Helios Consortium for providing
the protections afforded to clients of Rothschild & Co nor for providing
advice in connection with any matter referred to herein. Neither Rothschild
& Co 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 Rothschild & Co
in connection with this Announcement, any statement contained herein or
otherwise.
Further information
This Announcement is for information purposes only. It is not intended to and
does not constitute, or form part of, any offer or invitation or the
solicitation of any offer to sell or purchase any securities or the
solicitation of any offer to otherwise acquire, subscribe for, sell or
otherwise dispose of any security pursuant to the Acquisition or otherwise,
nor shall there be any sale, issuance or transfer of securities of CAB
Payments or any member of the Helios Consortium pursuant to the Acquisition or
otherwise in any jurisdiction in contravention of applicable laws. The Offer
will be made solely by means of the Offer Document, which, when issued and
together with the Form of Acceptance, in relation to Company Shares held in
certified form, will contain the full terms and conditions of the Offer,
including details of how it may be accepted.
It is intended that the Offer Document (and the Form of Acceptance in relation
to Company Shares held in certified form) containing further details of the
Offer will be sent to CAB Payments Shareholders (other than to persons in a
Restricted Jurisdiction) within 28 days of the satisfaction or waiver of the
Pre-Conditions (unless agreed otherwise with the Panel).
This Announcement does not constitute a prospectus or prospectus exempted
document.
Information relating to CAB Payments Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by CAB Payments Shareholders, persons with information
rights and other relevant persons for the receipt of communications from CAB
Payments may be provided to BidCo during the Offer Period as required under
Section 4 of Appendix 4 to the Takeover Code.
Overseas jurisdictions
The release, publication or distribution of this Announcement, and the
availability of the Acquisition to CAB Payments Shareholders, in or into
certain jurisdictions other than the United Kingdom may be restricted by law
and therefore 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 of, their jurisdictions. 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.
Unless otherwise determined by BidCo or required by the Takeover Code, and
permitted by applicable law and regulation, the Offer will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction. Copies of this
Announcement and any formal documentation relating to the Offer are not being,
and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send it in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related purported
acceptance in respect of the Offer. The Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail 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 the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
This Announcement has been prepared for the purpose of complying with the laws
of England and Wales, the Takeover Code, the Market Abuse Regulation (EU) no.
596/2014, the Market Abuse Regulation (EU) no. 596/2014 (as it forms part of
the laws of the UK by virtue of the European Union (Withdrawal) Act 2018 (as
amended)), the UK Disclosure Guidance and Transparency Rules, and the Listing
Rules, and 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 and Wales.
The Acquisition will be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange and the FCA.
Additional information for US investors
The Offer relates to shares of a UK company and is subject to UK disclosure
requirements, which are different from those of the US. Financial information
included in this Announcement or the Offer Document has been or will have been
prepared in accordance with accounting standards applicable in the United
Kingdom that 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 United States.
The Offer will be made in the US pursuant to the applicable US tender offer
rules and securities laws, including any available exemptions thereunder, and
otherwise in accordance with the requirements of the Takeover Code.
Accordingly, the Offer may be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer timetable,
settlements procedures and timing of payments, that are different from those
applicable under US domestic tender offer procedures and law. Neither the US
Securities and Exchange Commission, nor any securities commission of any state
of the United States, has approved the Offer, passed upon the fairness of the
Offer or passed upon the adequacy or accuracy of this document. Any
representation to the contrary is a criminal offence in the US.
The receipt of cash pursuant to the Offer by a US holder of Company Shares
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 CAB Payments Shareholder is urged to consult
their independent professional adviser immediately regarding the tax
consequences of acceptance of the Offer.
BidCo is organised under the laws of a country other than the US. Some or all
of the officers and directors of BidCo, respectively, are residents of
countries other than the US. In addition, most of the assets of BidCo are
located outside the US. It may be difficult for US holders of Company Shares
to enforce their rights and any claim arising out of the US federal laws,
since BidCo and CAB Payments are located in countries other than the US, and
some or all of their officers and directors may be residents of countries
other than the US. US holders of Company Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for violations
of US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgement.
The securities to be issued in connection with the Partial Alternative Offer
pursuant to the Offer have not been and will not be registered under the US
Securities Act or the securities laws of any state or other jurisdiction of
the US and will not be listed on any stock exchange in the US. Accordingly,
the Rollover Shares may not be offered, sold or delivered, directly or
indirectly, in the US or to US persons absent registration or an applicable
exemption from, or a transaction not subject to, the registration requirements
under the US Securities Act.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by BidCo 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 BidCo 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 BidCo and
CAB Payments (including their future prospects, developments and strategies),
the expected timing and scope of the Acquisition 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", "projects",
"strategy", "scheduled", "estimates", "forecasts", "intends", "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
BidCo believes that the expectations reflected in such forward-looking
statements are reasonable, BidCo 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.
These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals; future market conditions; changes in general economic and business
conditions; the behaviour of other market participants; the anticipated
benefits from the proposed transaction not being realised as a result of
changes in general economic and market conditions in the countries in which
CAB Payments operates; weak, volatile or illiquid capital and/or credit
markets; changes in tax rates; interest rate and currency value fluctuations;
the degree of competition in the geographic and business areas in which CAB
Payments operates; and changes in laws or in supervisory expectations or
requirements. 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. For a discussion of important factors that could cause actual
results to differ from forward-looking statements in relation to CAB Payments,
refer to the Annual Report and Accounts of CAB Payments for the financial year
ended 31 December 2024.
Neither BidCo, nor any member of the Helios Consortium, nor any persons acting
in concert with it or them, nor any of its or their associates or directors,
officers or advisers, provide 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. Other than in
accordance with its legal or regulatory obligations, BidCo is not under any
obligation, and expressly disclaims any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
No profit forecasts
Nothing in this Announcement is intended, or is to be construed, 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 CAB Payments for the current or future financial
years would necessarily match or exceed the historical published earnings or
earnings per share for CAB Payments.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent 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) CAB Payments 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 10(th) Business Day
following the commencement of the Offer Period and, if appropriate, by no
later than 3.30 pm (London time) on the 10(th) Business Day following the
Announcement in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of CAB Payments 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 Takeover Code, any person who is, or becomes,
interested in one % or more of any class of relevant securities of CAB
Payments or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of CAB Payments 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) CAB Payments
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 of the Takeover
Code.
Opening Position Disclosures must also be made by CAB Payments and by any
offeror and Dealing Disclosures must also be made by CAB Payments, 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 Takeover 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 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.
Purchases outside the Offer
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, BidCo, certain affiliated companies and its or their nominees or
brokers (acting as agents) may purchase BidCo Shares (outside of the United
States) otherwise than under the Offer, such as in the open market or through
privately negotiated purchases. Such purchases shall comply with the Takeover
Code and the rules of the London Stock Exchange.
Right to switch to a Scheme
BidCo reserves the right, with the consent of the Panel, to elect to implement
the Acquisition by way of a Scheme on substantially the same terms, so far as
applicable, subject to appropriate amendments to reflect the change in method
of effecting the Acquisition as set out in Part C of Appendix I of this
Announcement.
Publication on website
A copy of this Announcement and other documents required to be published
pursuant to Rule 26 of the Takeover Code will, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, be made available at
www.heliosinvestment.com by no later than 12 noon (London time) on the
Business Day following the Announcement. The contents of the website referred
to in this Announcement are not incorporated into, and do not form part of,
this Announcement.
Requesting hard copy documents
Subject to the paragraph below, in accordance with Rule 30.3 of the Takeover
Code, CAB Payments Shareholders, persons with information rights and
participants in the Rule 15 offer may request a hard copy of this Announcement
by contacting HIP, during business hours on +44 207 484 7700.
For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to you in relation to the Acquisition
should be in hard copy form.
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, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 ("FSMA") (as amended) if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent
financial adviser.
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.
Appendix I
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION
Part A
Pre-Conditions and Conditions to the Acquisition
Pre-Conditions to the Acquisition and the making of the Offer
The Acquisition and the making of the Offer will be conditional upon:
Official authorisations, regulatory clearances and third-party clearances
1. The Netherlands
in respect of CAB Europe B.V. ("CAB Europe"), the Dutch Central Bank (De
Nederlandsche Bank N.V., the "DNB"):
(a) irrevocably granting a declaration of no objection (verklaring van geen
bezwaar, "DNO") pursuant to Article 3:95 of the Dutch Financial Supervision
Act (Wet op het financieel toezicht, "FSA") in respect of the acquisition or
increase of a qualifying holding in CAB Europe to BidCo and each prospective
holder of a qualifying holding in CAB Europe, without conditions; or
(b) irrevocably granting a DNO to BidCo and each such prospective holder of
a qualifying holding in CAB Europe subject to certain conditions, limitations
or thresholds, including pursuant to Article 3:102 of FSA, provided that (i)
BidCo, in its sole discretion, has waived or accepted such conditions,
limitations, or thresholds, and (ii) any such conditions or limitations
required to be satisfied prior to completion of the Acquisition have been
complied with in full.
2. Nigeria
in respect of Crown Agents Bank Limited (the "CAB Bank"), the Central Bank of
Nigeria (the "CBN"):
(a) issuing prior written approval, for the purposes of sections 7(1) and
61(1) of the Banks and Other Financial Institutions Act 2020 ("BOFIA")
unconditionally approving the Acquisition; or
(b) issuing its prior written approval, for the purposes of sections 7(1)
and 61(1) of BOFIA, approving the Acquisition subject to conditions that are
satisfactory to BidCo (acting reasonably), and provided that such conditions
have been satisfied in full where such conditions are required to be satisfied
prior to completion of the Acquisition.
3. United Kingdom
in respect of CAB Bank, the PRA and the FCA (together, the "UK Regulators"):
(a) giving notice in writing for the purposes of section 189(4)(a) of FSMA
that the UK Regulators have determined to unconditionally approve the
acquisition of control by BidCo and any person who would as a result of the
Acquisition be treated as a controller of CAB Bank;
(b) giving notice in writing in accordance with section 189(7) of FSMA that
the UK Regulators have determined to approve the acquisition of control by
BidCo and any other person who would as a result of the Acquisition be treated
as a controller of CAB Bank subject to conditions that are satisfactory to
BidCo (acting reasonably), and provided that such conditions have been
satisfied in full where such conditions are required to be satisfied prior to
completion of the Acquisition; or
(c) being treated, by virtue of section 189(6) of FSMA, as having approved
the acquisition of control over CAB Bank by BidCo and any person who would as
a result of the Acquisition be treated as a controller of CAB Bank.
4. United States
in respect of CAB Bank, the staffs of the Board of Governors of the Federal
Reserve System (the "Federal Reserve") and New York Department of Financial
Services (the "NYDFS"):
(a) giving oral confirmation satisfactory to BidCo that no application or
prior approval is required in connection with the change in control of CAB
Bank resulting from the Acquisition, consistent with 12 C.F.R. § 211.24(a)(7)
and N.Y. Banking L. § 221-i, respectively (or if any such application or
prior approval is determined to be necessary, each such application shall have
been made and approval shall have been obtained, and any applicable waiting
periods related thereto shall have expired or been terminated (in the case of
waiting periods)); and
(b) there not being in force any order of any court or regulator of
competent jurisdiction enjoining, prohibiting or rendering illegal the
consummation of the Acquisition.
5. Antitrust and Foreign Investment Approvals - CEMAC
(a) a merger notification to the Central African Economic and Monetary
Community ("CEMAC Commission") for the acquisition of control of CAB Payments
by BidCo having been made and that either (i) all applicable suspensions and
other relevant time periods in relation to such notification have expired,
lapsed or been terminated under Regulation No. 06/19-UEAC-639-CM-33 dated 7
April 2019 (as amended), or (ii) the approval of the CEMAC Commission has been
obtained unconditionally or subject to such conditions as are reasonably
acceptable to BidCo, or (iii) the CEMAC Commission has confirmed in writing
that the Acquisition is not subject to notification to the CEMAC Commission;
Conditions to the Acquisition
The Acquisition will be conditional upon:
Acceptance Condition
6. valid acceptances of the Offer having been received (and not validly
withdrawn in accordance with the rules and requirements of the Takeover Code
and the terms of the Offer) by no later than 1.00 p.m. (London time) on the
Unconditional Date (or such other times and/or dates as BidCo may specify,
subject to the rules of the Takeover Code and, where applicable, with the
consent of the Panel) in respect of 75% (or such lesser percentage as BidCo
may decide) of the Company Shares and of the voting rights attached to those
shares, provided that: (a) this Condition will not be satisfied unless BidCo
and/or any of its wholly-owned subsidiaries has acquired or agreed to acquire
(whether pursuant to the Offer or otherwise) Company Shares carrying in
aggregate more than 50% of the voting rights then exercisable at a general
meeting of CAB Payments (inclusive of Company Shares held (directly or
indirectly) or controlled by Helios Fund III); and (b) unless the Panel
consents otherwise, this Condition shall only be capable of being satisfied
when all other Pre-Conditions or Conditions set out in paragraphs 1 to 21
(inclusive) have been satisfied or, if permitted, waived;
For the purposes of this Condition 6:
(a) Company Shares which have been unconditionally allotted but not issued
before the Offer becomes or is declared unconditional, whether pursuant to the
exercise of any outstanding subscription or conversion rights or otherwise,
shall be deemed to carry the voting rights they will carry upon issue;
(b) valid acceptances shall be deemed to have been received in respect of
Company Shares (i) which are treated for the purposes of Part 28 of the
Companies Act as having been acquired or contracted to be acquired by BidCo,
whether by virtue of acceptance of the Offer or otherwise, and (ii) held
(directly or indirectly) or controlled by Helios Fund III; and
(c) all percentages of voting rights and share capital are to be calculated
by reference to the percentage held and in issue excluding any and all shares
held in treasury by CAB Payments from time to time.
In addition, the Offer will be conditional upon the following Conditions, and
accordingly, the Offer will not become or be declared unconditional unless the
following Conditions (as amended, if appropriate) have been satisfied, or
where relevant, waived:
Official authorisations, regulatory clearances and third-party clearances
7. Abu Dhabi Global Market
in respect of Crown Agents Global Markets Ltd (the "FSRA Regulated Entity"),
the Financial Services Regulatory Authority (the "FSRA"):
(a) giving written notice for the purposes of section 8.8.5(3)(a) of the
FSRA's General Rulebook ("GEN") that the FSRA has determined to
unconditionally approve the acquisition or increase in the level of control by
BidCo and those persons identified in the application submitted to the FSRA
under section 8.8.4 of GEN as seeking to acquire, or increase the level of,
control in the FSRA Regulated Entity (the "Relevant Controller Applicants");
or
(b) giving written notice for the purposes of section 8.8.5(3)(b) of GEN
that the FSRA has determined to approve the acquisition or increase in the
level of control by BidCo and the Relevant Controller Applicants subject to
conditions that are satisfactory to BidCo (acting reasonably), and provided
that (a) such conditions have been satisfied in full (or waived by the FSRA)
where such conditions are required to be satisfied prior to completion of the
Acquisition; and (b) the FSRA having issued a notice approving the acquisition
or increase in the level of control by BidCo and the Relevant Controller
Applicants in relation to the FSRA Regulated Entity.
8. The Netherlands
in respect of CAB Europe B.V. ("CAB Europe"), the Dutch Central Bank (De
Nederlandsche Bank N.V., the "DNB"):
(a) irrevocably granting a declaration of no objection (verklaring van geen
bezwaar, "DNO") pursuant to Article 3:95 of the Dutch Financial Supervision
Act (Wet op het financieel toezicht, "FSA") in respect of the acquisition or
increase of a qualifying holding in CAB Europe to BidCo and each prospective
holder of a qualifying holding in CAB Europe, without conditions; or
(b) irrevocably granting a DNO to BidCo and each such prospective holder of
a qualifying holding in CAB Europe subject to certain conditions, limitations
or thresholds, including pursuant to Article 3:102 of FSA, provided that (i)
BidCo, in its sole discretion, has waived or accepted such conditions,
limitations, or thresholds, and (ii) any such conditions or limitations
required to be satisfied prior to completion of the Acquisition have been
complied with in full.
9. Nigeria
in respect of Crown Agents Bank Limited (the "CAB Bank"), the Central Bank of
Nigeria (the "CBN"):
(a) issuing prior written approval, for the purposes of sections 7(1) and
61(1) of the Banks and Other Financial Institutions Act 2020 ("BOFIA")
unconditionally approving the Acquisition; or
(b) issuing its prior written approval, for the purposes of sections 7(1)
and 61(1) of BOFIA, approving the Acquisition subject to conditions that are
satisfactory to BidCo (acting reasonably), and provided that such conditions
have been satisfied in full where such conditions are required to be satisfied
prior to completion of the Acquisition.
10. United Kingdom
in respect of CAB Bank, the PRA and the FCA (together, the "UK Regulators"):
(a) giving notice in writing for the purposes of section 189(4)(a) of FSMA
that the UK Regulators have determined to unconditionally approve the
acquisition of control by BidCo and any person who would as a result of the
Acquisition be treated as a controller of CAB Bank;
(b) giving notice in writing in accordance with section 189(7) of FSMA that
the UK Regulators have determined to approve the acquisition of control by
BidCo and any other person who would as a result of the Acquisition be treated
as a controller of CAB Bank subject to conditions that are satisfactory to
BidCo (acting reasonably), and provided that such conditions have been
satisfied in full where such conditions are required to be satisfied prior to
completion of the Acquisition; or
(c) being treated, by virtue of section 189(6) of FSMA, as having approved
the acquisition of control over CAB Bank by BidCo and any person who would
as a result of the Acquisition be treated as a controller of CAB Bank.
11. United States
in respect of CAB Bank, the staffs of the Board of Governors of the Federal
Reserve System (the "Federal Reserve") and New York Department of Financial
Services (the "NYDFS"):
(a) giving oral confirmation satisfactory to BidCo that no application or
prior approval is required in connection with the change in control of CAB
Bank resulting from the Acquisition, consistent with 12 C.F.R. § 211.24(a)(7)
and N.Y. Banking L. § 221-i, respectively (or if any such application or
prior approval is determined to be necessary, each such application shall have
been made and approval shall have been obtained, and any applicable waiting
periods related thereto shall have expired or been terminated (in the case of
waiting periods)); and
(b) there not being in force any order of any court or regulator of
competent jurisdiction enjoining, prohibiting or rendering illegal the
consummation of the Acquisition.
12. Antitrust and Foreign Investment Approvals
(a) a merger notification to the National Competition Commission ("NCC") for
the acquisition of control of CAB Payments by BidCo having been made and
either (i) all applicable suspensions and other relevant time periods
(including any extensions thereof) in relation to such notification have
expired, lapsed, been terminated, or (ii) the NCC's approval has been obtained
unconditionally or subject to such conditions as are reasonably acceptable to
BidCo, or (iii) the NCC has confirmed in writing that the Acquisition is not
subject to notification to the NCC;
(b) a merger notification to the Central African Economic and Monetary
Community ("CEMAC Commission") for the acquisition of control of CAB Payments
by BidCo having been made and either (i) all applicable suspensions and other
relevant time periods in relation to such notification have expired, lapsed or
been terminated under Regulation No. 06/19-UEAC-639-CM-33 dated 7 April 2019
(as amended), or (ii) the approval of the CEMAC Commission has been obtained
unconditionally or subject to such conditions as are reasonably acceptable to
BidCo, or (iii) the CEMAC Commission has confirmed in writing that the
Acquisition is not subject to notification to the CEMAC Commission;
(c) a merger notification to the COMESA Competition and Consumer Commission
("CCCC") for the acquisition of control of CAB Payments by BidCo having been
made and either (i) all applicable suspensions and other relevant time periods
(including any extensions thereof) in relation to such notification have
expired, lapsed, been terminated or a derogation from the standstill
obligation has been granted under the COMESA Competition and Consumer
Protection Regulations, 2025, or (ii) the CCCC's approval has been obtained
unconditionally or subject to such conditions as are reasonably acceptable to
BidCo, or (iii) the CCCC has confirmed in writing that the Acquisition is not
subject to notification to the CCCC;
(d) a merger notification to the East African Community Competition
Authority ("Authority") for the acquisition of control of CAB Payments by
BidCo having been made and either (i) all applicable suspensions and other
relevant time periods in relation to such notification have expired, lapsed or
been terminated under the East African Community Competition Act 2006, as
amended by the East African Community Competition (Amendment) Act 2023, or
(ii) the Authority's approval has been obtained, unconditionally or subject to
such conditions as are reasonably acceptable to BidCo, or (iii) the Authority
has confirmed in writing that the Acquisition is not subject to notification
to the Authority;
(e) a merger notification to the Tanzania Fair Competition Commission
("Tanzanian Authority") for the acquisition of control of CAB Payments by
BidCo having been made and either (i) all applicable suspensions and other
relevant time periods (including any extensions thereof) in relation to such
notification have expired, lapsed or been terminated under the Fair
Competition Act, Cap 285 (R.E. 2023), as amended by the Fair Competition
(Amendment) Act 2024, or (ii) the Tanzanian Authority's approval has been
obtained, unconditionally or subject to such conditions as are reasonably
acceptable to BidCo; and
(f) a notification relating to the Acquisition having been made and
accepted under the NSIA, and the Secretary of State responsible for decisions
under the NSIA in the Cabinet Office (or in any such government department as
may be the case from time to time), having either (i) notified BidCo that no
further action will be taken in relation to the Acquisition, or (ii) if the
Secretary of State issues a call-in notice relating to the Acquisition under
section 1(1) of the NSIA; either the Secretary of State giving a final
notification pursuant to section 26(1)(b) of the NSIA confirming that no
further action will be taken in relation to the call-in notice and the
Acquisition under the NSIA; or the Secretary of State making a final order
pursuant to section 26(1)(a) of the NSIA in relation to the Acquisition,
permitting the Acquisition to proceed either unconditionally or conditionally
on terms satisfactory to BidCo (acting reasonably).
Other authorisations, consents and clearances
13. the waiver (or non-exercise within any applicable time limits) by any
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 (each a "Third Party") of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider CAB Payments Group taken as a whole or in the context of the
Offer) arising as a result of or in connection with the Offer 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, CAB Payments by BidCo or any member of the Wider BidCo Group;
14. all necessary filings or applications having been made in connection
with the Offer and all statutory or regulatory obligations in any jurisdiction
having been complied with in connection with the Offer or the acquisition by
any member of the Wider BidCo Group of any shares or other securities in, or
control of, CAB Payments and all authorisations, orders, grants, recognitions,
determinations, confirmations, consents, licences, clearances, permissions,
exemptions and approvals deemed necessary or appropriate by BidCo or any
member of the Wider BidCo Group for or in respect of the Offer including,
without limitation, its implementation and financing or the proposed direct or
indirect acquisition of any shares or other securities in, or control of, CAB
Payments or any member of the Wider CAB Payments Group by any member of the
Wider BidCo Group having been obtained in terms and in a form satisfactory to
BidCo from all appropriate Third Parties or persons with whom any member of
the Wider CAB Payments Group has entered into contractual arrangements and all
such 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 CAB Payments Group which are material in the context of
the BidCo Group or the CAB Payments Group as a whole or for or in respect of
the Offer 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 Offer becomes
otherwise unconditional and all necessary statutory or regulatory obligations
in any jurisdiction having been complied with;
15. no 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:
(a) require, 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 CAB Payments 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 CAB Payments Group in either case taken as a whole or in the
context of the Offer;
(b) require, prevent or delay the divestiture by any member of the Wider
BidCo Group of any shares or other securities in CAB Payments;
(c) impose 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 CAB Payments Group or the Wider BidCo
Group or to exercise voting or management control over any such member;
(d) otherwise adversely affect the business, assets, profits or prospects of
any member of the Wider BidCo Group or of any member of the Wider CAB Payments
Group to an extent which is material in the context of the Wider BidCo Group
or the Wider CAB Payments Group in either case taken as a whole or in the
context of the Offer;
(e) make the Offer or its implementation or the Offer or proposed Offer by
BidCo or any member of the Wider BidCo Group of any shares or other securities
in, or control of CAB Payments 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;
(f) require any member of the Wider BidCo Group or the Wider CAB Payments
Group to offer to acquire any shares or other securities (or the equivalent)
or interest in any member of the Wider CAB Payments Group or the Wider BidCo
Group owned by any Third Party;
(g) impose any limitation on the ability of any member of the Wider CAB
Payments 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 CAB Payments Group taken as a whole or in the context of
the Offer; or
(h) result in any member of the Wider CAB Payments Group ceasing to be able
to carry on business under any name under which it presently does so,
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 Offer or
the acquisition or proposed acquisition of any Company Shares having expired,
lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement etc.
16. there being no provision of any agreement, arrangement, licence, permit
or other instrument to which any member of the Wider CAB Payments 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 Offer or
the proposed acquisition of any shares or other securities (or equivalent) in
CAB Payments or because of a change in the control or management of CAB
Payments 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 CAB Payments
Group, or the Wider BidCo Group, in either case taken as a whole, or in the
context of the Offer:
(a) any 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;
(b) any 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;
(c) any 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;
(d) the 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;
(e) the 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;
(f) the value of any such member or its financial or trading position or
prospects being prejudiced or adversely affected;
(g) any such member ceasing to be able to carry on business under any name
under which it presently does so; or
(h) the 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 Offer,
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 CAB Payments 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 16(a) to 16(h) of this Condition;
Certain events occurring since Last Accounts Date
17. no member of the Wider CAB Payments Group having, since the Last
Accounts Date:
(a) save as between CAB Payments and wholly-owned subsidiaries of CAB
Payments or for Company Shares issued under or pursuant to the exercise of
options and vesting of awards granted under the Company share plans, issued or
agreed to issue, authorised or proposed the issue of additional shares of any
class;
(b) save as between CAB Payments and wholly-owned subsidiaries of CAB
Payments or for the grant of options and awards and other rights under the
Company share plans, 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;
(c) other than to another member of the CAB Payments Group prior to
completion of the Offer, recommended, declared, paid or made any dividend or
other distribution payable in cash or otherwise or made any bonus issue;
(d) save for intra-CAB Payments 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 CAB Payments Group taken
as a whole or in the context of the Offer;
(e) save for intra-CAB Payments 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 CAB
Payments Group taken as a whole or in the context of the Offer;
(f) issued, authorised or proposed the issue of, or made any change in or
to, any debentures or (save for intra-CAB Payments Group transactions), save
in the ordinary course of business, incurred or increased any indebtedness or
become subject to any contingent liability;
(g) purchased, 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 (a) or (b) 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 CAB Payments Group taken as a
whole or in the context of the Offer;
(h) save for intra-CAB Payments 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;
(i) entered 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 CAB Payments Group taken as a whole or in the context of
the Offer;
(j) (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 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 CAB Payments Group taken as a whole or in the context of the Offer;
(k) entered into any contract, transaction or arrangement which would be
restrictive on the business of any member of the Wider CAB Payments Group or
the Wider BidCo Group other than of a nature and extent which is normal in the
context of the business concerned;
(l) waived or compromised any claim otherwise than in the ordinary course
of business which is material in the context of the Wider CAB Payments Group
taken as a whole or in the context of the Offer;
(m) made any material alteration to its memorandum or articles of association
or other incorporation documents;
(n) been 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;
(o) entered 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 17(o);
(p) made or agreed or consented to any change to:
i. the terms of the trust deeds constituting the pension scheme(s)
established by any member of the Wider CAB Payments Group for its directors,
employees or their dependents, including CAB Payments' pension schemes;
ii. the contributions payable to any such scheme(s) or to the benefits
which accrue or to the pensions which are payable thereunder;
iii. the basis on which qualification for, or accrual or entitlement to,
such benefits or pensions are calculated or determined; or
iv. the 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 CAB
Payments Group taken as a whole or in the context of the Offer;
(q) proposed, agreed to provide or modified the terms of any of the Company
share plans 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 CAB Payments Group or which constitutes a material
change to the terms or conditions of employment of any senior employee of the
Wider CAB Payments 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;
(r) taken (or agreed or proposed to take) any action which requires, or
would require, the consent of the Panel or the approval of CAB Payments
Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Takeover Code;
(s) entered 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 CAB Payments Group; or
(t) waived or compromised any claim which is material in the context of
the Wider CAB Payments Group taken as a whole or in the context of the Offer,
otherwise than in the ordinary course;
No adverse change, litigation or regulatory enquiry
18. since the Last Accounts Date:
(a) no 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 CAB Payments Group which, in any such
case, is material in the context of the Wider CAB Payments Group taken as a
whole or in the context of the Offer and no circumstances have arisen which
would or might reasonably be expected to result in such adverse change or
deterioration;
(b) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider CAB Payments 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 CAB Payments Group having been instituted, announced, implemented or
threatened by or against or remaining outstanding in respect of any member of
the Wider CAB Payments Group which in any such case has had or might
reasonably be expected to have a material adverse effect on the Wider CAB
Payments Group taken as a whole or in the context of the Offer;
(c) no contingent or other liability of any member of the Wider CAB Payments
Group having arisen or become apparent to BidCo or increased which has had or
might reasonably be expected to have an adverse effect on the CAB Payments
Group taken as a whole; or in the context of the Offer;
(d) no 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 CAB
Payments Group which in any case is material in the context of the Wider CAB
Payments Group taken as a whole;
(e) no member of the Wider CAB Payments Group having conducted its business
in breach of any applicable laws and regulations and which is material in the
context of the Wider CAB Payments Group as a whole or in the context of the
Offer; and
(f) no 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 CAB Payments 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 which is material in the context of the Wider CAB
Payments Group taken as a whole or in the context of the Offer;
No discovery of certain matters
19. the Helios Consortium not having discovered:
(a) that any financial, business or other information concerning the Wider
CAB Payments Group as contained in the information publicly disclosed at any
time by or on behalf of any member of the Wider CAB Payments 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 the BidCo or its professional
advisers, in each case, to the extent which is material in the context of the
Wider CAB Payments Group taken as a whole or in the context of the Offer;
(b) that any member of the Wider CAB Payments Group or partnership, company
or other entity in which any member of the Wider CAB Payments Group has a
significant economic interest and which is not a subsidiary undertaking of CAB
Payments, is subject to any liability (contingent or otherwise) which is not
disclosed in CAB Payments' Accounts, in each case, to the extent which is
material in the context of the Wider CAB Payments Group taken as a whole or in
the context of the Offer; or
(c) any information which affects the import of any information disclosed at
any time by or on behalf of any member of the Wider CAB Payments Group and
which is material in the context of the CAB Payments Group taken as a whole or
in the context of the Offer;
20. the Helios Consortium not having discovered that:
(a) any past or present member of the Wider CAB Payments 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 CAB Payments Group and which is material in the context of
the Wider CAB Payments Group taken as a whole or in the context of the Offer;
(b) there is, or is likely to be, for any reason whatsoever, any liability
(actual or contingent) of any past or present member of the Wider CAB Payments
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 CAB Payments
Group (or on its behalf) or by any person for which a member of the Wider CAB
Payments 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 CAB Payments Group
taken as a whole or in the context of the Offer;
(c) circumstances exist (whether as a result of the making of the Offer or
otherwise) which would be reasonably likely to lead to any Third Party
instituting, or whereby any member of the Wider CAB Payments Group or any
present or past member of the Wider CAB Payments 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, re-instate 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 CAB Payments Group (or on its behalf) or
by any person for which a member of the Wider CAB Payments 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 CAB Payments Group taken as a whole or in the context of the Offer; or
(d) circumstances 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 CAB Payments
Group which claim or claims would be likely, materially and adversely, to
affect any member of the Wider CAB Payments Group and which is material in the
context of the Wider CAB Payments Group taken as a whole or in the context of
the Offer.
Anti-corruption, economic sanctions, criminal property and money laundering
21. the Helios Consortium not having discovered that:
(a) (A) any past or present member, director, officer or employee of the
Wider CAB Payments 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 (B) any person that performs or has performed services for or on behalf of
the Wider CAB Payments 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; or
(b) any asset of any member of the Wider CAB Payments 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 CAB Payments Group
is found to have engaged in activities constituting money laundering under any
applicable law, rule, or regulation concerning money laundering; or
(c) any past or present member, director, officer or employee of the Wider
CAB Payments 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:
i. any 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
ii. any 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; or
(d) any past or present member, director, officer or employee of the Wider
CAB Payments Group, or any other person for whom any such person may be liable
or responsible:
i. has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
US Anti-Terrorism Act;
ii. has 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 US Department of Commerce or the International Traffic in Arms Regulations
administered and enforced by the US Department of State;
iii. has 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
iv. is debarred or otherwise rendered ineligible to bid for or to perform
contracts for or with any government, governmental instrumentality, or
international organisation or found to have violated any applicable law, rule,
or regulation concerning government contracting or public procurement; or
(e) any member of the Wider CAB Payments Group is or has been engaged in any
transaction which would cause the Helios Consortium to be in breach of any law
or regulation upon its Acquisition of CAB Payments, 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.
For the purposes of these Conditions the "Wider CAB Payments Group" means CAB
Payments and its subsidiary undertakings, associated undertakings and any
other undertaking in which CAB Payments and/or such undertakings (aggregating
their interests) have a significant interest and the "Wider BidCo Group" means
BidCo and its subsidiary undertakings, associated undertakings and any other
undertaking in which BidCo and/or such undertakings (aggregating their
interests) have a significant interest and for these purposes "subsidiary
undertaking" and "undertaking" have the meanings given by the Companies Act,
"associated undertaking" has the meaning given by paragraph 19 of Schedule 6
to the Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008, other than paragraph 19(1)(b) of Schedule 6 to those
regulations which shall be excluded for this purpose, and "significant
interest" means a direct or indirect interest in 20% or more of the total
voting rights conferred by the equity share capital (as defined in section 548
of the Companies Act).
Part B
Further Terms, Waiver and Invocation of the Pre-Conditions and the Conditions
1. BidCo reserves the right to waive, in whole or in part, all or any of
the Pre-Conditions and the Conditions set out in Part A of this Appendix I
above, except for the Acceptance Condition and any other mandatory conditions,
which cannot be waived. The Offer will be subject to the satisfaction (or
waiver, if permitted) of the Pre-Conditions and the Conditions set out in this
Appendix I, to the further terms set out in this Appendix I, and to the full
terms and conditions which will be set out in the Offer Document and the Form
of Acceptance.
2. The Acquisition shall lapse unless all of the Pre-Conditions or
Conditions (except for the Acceptance Condition) have been fulfilled or, where
permitted, waived or, where appropriate, have been determined by BidCo to be
or remain satisfied, by midnight (London time) on the earlier of the
Unconditional Date and the Longstop Date (subject to the rules of the Takeover
Code and, where applicable, the consent of the Panel).
3. BidCo shall be under no obligation to waive (if capable of waiver), to
determine to be or remain satisfied or to treat as satisfied any of
Pre-Conditions and/or Conditions that it is entitled (with the consent of the
Panel and subject to the requirements of the Takeover Code) to invoke, by a
date earlier than the latest date specified above for the fulfilment of the
relevant Pre-Condition or Condition, notwithstanding that the other
Pre-Conditions or Conditions to 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 such Pre-Condition or Condition(s) may not
be capable of fulfilment.
4. Under Rule 13.5(a) of the Takeover Code, BidCo may not invoke a
Pre-Condition or a Condition to the Acquisition so as to cause the Acquisition
not to proceed, to lapse or to be withdrawn unless the circumstances which
give rise to the right to invoke the Pre-Condition or the Condition are of
material significance to BidCo in the context of the Acquisition.
5. BidCo may only invoke a Pre-Condition or Condition that is subject to
Rule 13.5(a) of the Takeover Code with the consent of the Panel and any
Pre-Condition or Condition that is subject to Rule 13.5(a) of the Takeover
Code may be waived by BidCo.
6. The Acceptance Condition is not subject to Rule 13.5(a) of the Takeover
Code.
7. If BidCo is required by the Panel to make an offer or offers for
Company Shares under the provisions of Rule 9 of the Takeover Code, BidCo may
make such alterations to the Pre-Conditions or Conditions as are necessary to
comply with the provisions of that Rule.
8. Save as may otherwise be required by the Panel, the Acquisition will
not proceed, will lapse or will be withdrawn if on the Longstop Date:
(a) sufficient acceptances have not been received so as to enable the
Acceptance Condition to be satisfied; or
(b) where sufficient acceptances have been received so as to enable the
Acceptance Condition to be satisfied, one or more of the Pre-Conditions or
Conditions relating to an official authorisation or regulatory clearance has
not been satisfied or waived and the Panel consents to the Offer not
proceeding, lapsing or being withdraw.
Part C
Implementation by way of Scheme
1. BidCo reserves the right to elect, with the consent of the Panel, to
implement the Acquisition by way of a Scheme.
2. If the Acquisition is implemented by way of a Scheme, the Scheme will
be implemented, so far as applicable, on the same terms, subject to
appropriate amendments to reflect the change in method of effecting the
Acquisition, including (without limitation and subject to the consent of the
Panel):
(a) its approval by a majority in number representing not less than 75% in
value of the CAB Payments' Shareholders (or the relevant class or classes
thereof, if applicable) present and voting, either 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;
(b) the Court Meeting and any separate class meeting which may be required
by the Court, 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, as BidCo and CAB
Payments may agree, with the consent of the Panel and/or approval of the
Court, if such consent and/or approval is required);
(c) all resolutions necessary to approve and implement the Scheme being duly
passed by the requisite majority or majorities at a CAB Payments General
Meeting or at any adjournment of that meeting;
(d) such CAB Payments General Meeting, or any adjournment of that meeting,
being held on or before the 22nd day after the expected date of the CAB
Payments General Meeting to be set out in the Scheme Document in due course
(or such later date, if any, as BidCo and CAB Payments may agree, with the
consent of the Panel and/or approval of the Court, if such consent and/or
approval is required);
(e) the sanction of the Scheme by the Court with or without modification
(but subject to any such modification being on terms acceptable to BidCo and
CAB Payments) and the delivery of a copy of the Scheme Court Order to the
Registrar of Companies; and
(f) the Scheme Court Hearing being held on or before the 22nd day after
the expected date of the Scheme Court Hearing to be set out in the Scheme
Document in due course (or such later date, if any, BidCo and CAB Payments may
agree, with the consent of the Panel and/or approval of the Court, if such
consent and/or approval is required).
3. In addition, if the Acquisition is implemented by way of a Scheme, the
Scheme will be conditional upon the Conditions, and, if relevant, the
Pre-Conditions set out above and, accordingly, the necessary actions to make
the Scheme Effective will not be taken unless the Conditions or Pre-Conditions
set out above have either been waived (if permitted) or fulfilled.
Part D
Certain Further Terms of the Acquisition
1. The Acquisition will be governed by the laws of England and Wales and
be subject to the Pre-Conditions, Conditions and further terms set out in this
Appendix I and to be set out in the Offer Document and the Form of Acceptance.
The Acquisition will be subject to the applicable rules, regulations and
requirements of the FCA, the Panel, the London Stock Exchange and the Takeover
Code. This Announcement does not constitute, or form part of, an offer or
invitation to purchase Company Shares or any other securities.
2. Company Shares will be acquired fully paid and free from all liens,
charges, equitable interests, encumbrances, rights of pre-emption and other
Third Party rights or interests together with all rights attaching thereto
including, without limitation, the right to receive all dividends and other
distributions (if any) announced, declared, made or paid after the date of
this Announcement.
3. If, on or after the date of this Announcement and before the Effective
Date, any dividend and/or other distribution and/or other return of capital is
declared, made or paid or becomes payable in respect of the Company Shares,
BidCo reserves the right (without prejudice to any right of BidCo to invoke
Condition 17(c) in Part A of this Appendix I) to reduce the consideration
payable under the terms of the Acquisition by an amount up to the amount of
any dividend, or other distribution or return of value, which is declared,
made or paid or becomes payable by CAB Payments to the holders of Company
Shares on or after the date of this Announcement. To the extent that any such
dividend and/or distribution and/or other return of capital is declared, made
or paid or is payable and it is: (i) transferred pursuant to the Acquisition
on a basis that 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 exercise by BidCo of its rights referred to in this paragraph shall be
subject to an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the Acquisition.
4. Each of the Pre-Conditions and the Conditions shall be regarded as a
separate Pre-Condition or Condition and shall not be limited by reference to
any other Pre-Condition or Condition.
5. The 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. Details in relation to Overseas CAB Payments Shareholders will
also be contained in the Offer Document.
Appendix II
BASES OF CALCULATION AND SOURCES OF INFORMATION
In this Announcement, unless otherwise stated or the context otherwise
requires, the bases of calculation and sources of information are used as
described below:
1. Unless otherwise stated, financial information relating to
CAB Payments has been extracted or derived (without any adjustment) from the
CAB Payments Accounts.
2. The Cash Offer values the entire issued and to be issued
share capital of CAB Payments at approximately USD 297 million on the basis of
258,472,178 Company Shares in issue and to be issued on 27 February 2026,
including the stock options disclosed by CAB Payments on 9 February 2026.
3. The International Securities Identification Number for
Company Shares is GB00BMCYKB41.
4. Unless otherwise stated, all Closing Prices have been
derived from the Daily Official List.
5. Volume-weighted average prices derived from Bloomberg as at
30 January 2026.
6. GBP equivalent of the value of the entire issued and to be
issued share capital on a fully diluted basis based on the Announcement
Exchange Rate derived from FactSet as at 27 February 2026 of £1:$1.344.
7. References to the issued share capital (254,143,218) and
percentage they represent are based on CAB Payments' latest annual report
(FY24).
8. Eurocomm's number of shares based on the Rule 8.3
announcement on 11 February 2026.
9. Bhairav Trivedi's number of shares based on the Rule 8.3
announcement on 10 February 2026.
10. References to the entire issued and to be issued share
capital on a fully diluted basis represent the issued share capital
(254,143,218) including stock options (4,609,050) less treasury shares
(280,090) of CAB Payments. References to stock options are based on the Form
8.1 and 8.2 announcement on 9 February 2026. References to treasury shares are
based on CAB Payments' latest annual report (FY24).
11. Reference to profit downgrade is based on CAB Payments' 2024
"Update on Q3 Trading and Outlook".
12. Adjusted EBITDA and adjusted EPS average forecasts comprises
all analyst notes available to the Helios Consortium after the publication of
CAB Payments FY23 preliminary results (26 March 2024) and after the
publication of the FY25 trading update (15 January 2026). These notes are also
accessible through LSEG Refinitiv platform and S&P Capital IQ. Includes
group level estimates from the following analysts: Barclays (26 March 2024 and
15 January 2026), Shore Capital (12 July 2024 and 15 January 2026), Peel Hunt
(26 March 2024 and 03 February 2026), Canaccord (26 March 2024, no coverage
available post FY25 trading update), JP Morgan (26 March 2024, no coverage
available post FY25 trading update), Investec (15 January 2026, started
coverage on 07 May 2025), Equity Development (15 January 2026, started
coverage on 16 April 2025).
Barclays, Shore Capital and Canaccord's adjusted EBITDA and adjusted EPS
forecasts are calculated by adjusting for non-recurring operating expenses.
Other brokers do not disclose their adjustments.
Adjusted EPS and adjusted EBITDA forecast from analyst reports published after
FY23 results:
Adj. EBITDA (£m) Adj. EPS (p per share)
2024 2025 2026 2024 2025 2026
Barclays 26-Mar-24 72 90 106 17.0 20.0 24.0
Shore Capital 12-Jul-24 46 55 66 11.4 13.7 16.6
Peel Hunt 26-Mar-24 67 78 n.a. 17.5 20.5 n.a.
Canaccord 26-Mar-24 54 64 n.a. 14.1 16.0 n.a.
JP Morgan 26-Mar-24 69 86 n.a. 17.5 22.2 n.a.
Average 62 75 86 15.5 18.5 20.3
High 72 90 106 17.5 22.2 24.0
Low 46 55 66 11.4 13.7 16.6
Adjusted EPS and adjusted EBITDA forecast from analyst reports published after
FY25 trading update (showing actual numbers for 2024):
Adj. EBITDA (£m) Adj. EPS (p per share)
2024 2025 2026 2024 2025 2026
Actual 31 - - 6.3 - -
Barclays 15-Jan-26 - 34 35 - 7.0 7.0
Shore Capital 15-Jan-26 - 34 43 - 6.4 8.8
Peel Hunt 03-Feb-26 - 32 35 - 6.8 7.9
Investec 15-Jan-26 - n.a. n.a. - 6.3 8.0
Equity Development 15-Jan-26 - 33 39 - n.a. n.a.
Average - 33 38 - 6.6 7.9
High - 34 43 - 7.0 8.8
Low - 32 35 - 6.3 7.0
Appendix III
DETAILS OF IRREVOCABLE UNDERTAKING AND LETTER OF INTENT
BidCo and the Helios Consortium own or control, or have received an
irrevocable undertaking and a letter of intent in respect of, a total of
133,924,859 Company Shares, representing approximately 52.70% of CAB Payments'
issued share capital as at the close of business on the Latest Practicable
Date.
Letter of Intent
BidCo has received a letter of intent, confirming its intention to accept the
Offer (or, if the Acquisition is implemented by way of a Scheme, to vote in
favour of a Scheme at the Court Meeting and the resolutions to be proposed at
a CAB Payments General Meeting, as necessary) from:
Name Number of Company Shares Percentage of CAB Payments' issued share capital
Bhairav Trivedi 6,019,689 2.37%
Total 6,019,689 2.37%
Irrevocable in respect of CAB Payments Shareholders
The following entity, which has an interest in Company Shares, has provided an
irrevocable undertaking to accept the Offer (or, if the Acquisition is
implemented by way of a Scheme, to vote in favour of a Scheme at the Court
Meeting and the resolutions to be proposed at a CAB Payments General Meeting,
as necessary):
Name Number of Company Shares Percentage of CAB Payments' issued share capital
Eurocomm Holding Limited 13,264,981 5.22%
Total 13,264,981 5.22%
Lapsing of undertaking
The undertaking provided by Eurocomm will cease to be binding only if:
(i) the Offer is declared unconditional in accordance with the
requirements of the Takeover Code, or a Scheme (if applicable) becomes
Effective in accordance with its terms;
(ii) if the Offer Document or the Scheme Document (as the case
may be) has not been posted within 28 days of the satisfaction (or waiver) of
the Announcement (or within such longer period as Bidco, with the consent of
the Panel, determines), provided that if the Acquisition was initially being
implemented by way of an Offer and BidCo elects to exercise its right to
implement the Acquisition by way of a Scheme, or vice versa, the time period
in this paragraph (ii) shall be extended to refer to within 28 days of the
issue of the press announcement announcing the change in structure (or such
other date for the posting of the Offer Document or the Scheme Document (as
applicable) as the Panel may require);
(iii) on the date on which the Acquisition (whether implemented
by way of a Scheme or an Offer) is withdrawn or lapses in accordance with its
terms, provided that this shall not apply where the Acquisition is withdrawn
or lapses as a result of BidCo exercising its right to implement the
Acquisition by way of an Offer in accordance with the Takeover Code rather
than by way of a Scheme or vice versa.
Appendix IV
DETAILS ON THE MIDCO GROUP, BIDCO AND THE ROLLOVER SHARES
Mara BidCo Ltd ("BidCo") is a non-cellular company limited by shares that was
incorporated in Guernsey on 11 February 2026 with registered number 77531. As
at the date of this Announcement, the sole shareholder in BidCo is MidCo.
Yoda MidCo Ltd ("MidCo") is a non-cellular company limited by shares that was
incorporated in Guernsey on 11 February 2026 with registered number 77530. As
of the date of this announcement, the sole shareholder in MidCo is TopCo.
Skywalker TopCo Ltd ("TopCo") is a non-cellular company limited by shares that
was incorporated in Guernsey on 10 February 2026 with registered number 77520.
As of the date of this announcement, the sole shareholder in TopCo is Helios
Investors V Holdco Ltd.
Each of BidCo, MidCo and TopCo has not traded or entered into any obligations
other than in connection with the acquisition of CAB Payments.
Set out below is a summary of the proposed provisions of the BidCo
Shareholders' Agreement governing the terms on which Eligible CAB Payments
Shareholders who validly elect for the Partial Alternative Offer will hold
interests in Rollover Shares.
The BidCo Shareholders' Agreement and BidCo's articles of incorporation
("BidCo Articles") will be published on www.heliosinvestment.com shortly after
publication of the Offer Document. Further details in respect of the Rollover
Shares and the rights in respect of the same will be included in the Offer
Document and should be read in conjunction with the BidCo Shareholders'
Agreement and the BidCo Articles (when published). Eligible CAB Payments
Shareholders who validly elect for the Partial Alternative Offer will,
pursuant to the Power of Attorney, deliver a fully executed deed of adherence
pursuant to which they will be bound by the BidCo Shareholders' Agreement.
1. Share Capital
As at the date of this Announcement, the issued share capital of BidCo
consists of 1 share held by MidCo. Immediately following the Effective Date,
it is expected the BidCo share capital structure will be comprised of Rollover
Shares (held by any Eligible CAB Payments Shareholder who validly elects for
the Partial Alternative Offer) and BidCo Voting Shares.
For the purposes of Rule 24.11 of the Takeover Code, Rothschild & Co. will
provide an estimate of the value of the Rollover Shares, together with the
assumptions, qualifications and caveats forming the basis of its estimated
value, in a letter to be set out in the Offer Document.
Each BidCo Share will be allotted and issued credited as fully paid. A summary
of the rights attaching to the BidCo Shares is set out below.
2. Rights attaching to the BidCo Shares
Voting rights
Holders of BidCo Voting Shares will have the right to receive notice of,
attend, speak and vote at any general meeting of BidCo, and vote on any
written resolution circulated outside of any general meeting of BidCo.
Holders of Rollover Shares will have no right to receive notice of, attend,
speak or vote at any general meeting of BidCo, or vote on any written
resolution circulated outside of any general meeting of BidCo.
Economic rights
The BidCo Shares will rank economically pari passu, including the right to
receive and retain dividends and other distributions declared, and on a return
of capital, made or paid by reference to a record date falling on or after the
date of this Announcement.
Subject to the above, upon any distribution of assets of BidCo on a
liquidation or other return of capital, such assets will be distributed to the
holders of BidCo Voting Shares and Rollover Shares pro rata to their
shareholdings. Similarly, upon any payment of dividends or other
distributions, such dividends will be paid to the holders of BidCo Voting
Shares and Rollover Shares pro rata to their shareholdings.
The economic rights herein are subject to the risks also described below (for
example, that (i) holders of Rollover Shares may be diluted over time,
potentially significantly, should holders of Rollover Shares not elect to
participate in further issues of additional shares or other equity securities
of BidCo; and (ii) holders of Rollover Shares are not always entitled to
participate in such issues).
Governance and information rights
Holders of BidCo Voting Shares will have the right to appoint or remove any
director of BidCo. Holders of Rollover Shares will have no right to appoint or
remove any director of BidCo.
Holders of BidCo Voting Shares will have rights to information in respect of
the BidCo Group. Each holder of Rollover Shares representing at least 5% of
the total number of issued BidCo Shares at the relevant time will be entitled
to receive annual financial statements of the BidCo Group.
3. BidCo Share transfers
Transfers of the Rollover Shares
Transfers of, and encumbrances over, BidCo Shares will be prohibited during a
3-year period following the Effective Date ("Lock-up Period") provided that,
during this Lock-up Period, BidCo Shares may be: (i) transferred to certain
"permitted transferees" (which will include affiliates and, in respect of
individual shareholders, their immediate family members and corresponding
family trusts); (ii) transferred or encumbered with the consent of the holders
of 100% of BidCo Voting Shares (the "Voting Shareholder Consent"); or (iii)
transferred pursuant to tag-along and drag-along provisions of the BidCo
Shareholders' Agreement.
Following the Lock-up Period, any holder of BidCo Shares may transfer all or
part of its shareholding without the consent of non-transferring holders of
BidCo Shares, subject to a right of first offer on the part of the
non-transferring holders of BidCo Voting Shares (whereby, prior to such
transfer, the transferor will indicate a price at which it proposes to
transfer the BidCo Shares, and the non-transferring holders of BidCo Voting
Shares will have the right to elect to acquire the BidCo Shares at that
price).
It will be a pre-condition to any transfer that the transferee: (i) agrees to
adhere to the BidCo Shareholders' Agreement; and (ii) is not a prohibited
transferee. All transfers will be subject to receipt of regulatory approvals
(including, if applicable, PRA and/or FCA change of control consents).
Tag-along rights
Each non-transferring holder of BidCo Shares will have tag rights (in respect
of all of its BidCo Shares) in respect of any transfer of BidCo Shares to any
person (other than to any member of the Helios Consortium or their affiliates)
that results in the transferee (together with its affiliates) holding more
than 50% of the BidCo Voting Shares.
In addition, it is intended that the CAB Payments Shareholders' Agreement will
provide for BidCo's right to tag in respect of some or all of the shares in
CAB Payments that BidCo is expected to hold following the Effective Date in
the event that the other party (or, if at the relevant time there is more than
two parties to the CAB Payments Shareholders' Agreement, then the other
parties) to the CAB Payments Shareholders' Agreement transfers to a third
party more than 50% of shares in CAB Payments. BidCo will pass any notice it
receives under that provision on to the holders of BidCo Shares. Each holder
of Rollover Shares ("Tagging Rollover Shareholder") will have the right to
require BidCo to exercise that tag right at least in respect of the portion of
BidCo's shareholding in CAB Payments that corresponds to that Tagging Rollover
Shareholder's shareholding in BidCo. If BidCo exercised a partial tag right,
BidCo will buy back the shares of the Tagging Rollover Shareholder using the
proceeds from the exercise of that tag right (or will seek to implement such
other mechanism of return of value to the Tagging Rollover Shareholder as will
be consistent with applicable laws at the relevant time).
Drag-along rights
On any transfer of more than 50% of the BidCo Voting Shares, the transferring
holder of the relevant BidCo Voting Shares may require the holders of Rollover
Shares to transfer all of their Rollover Shares to the transferee on the basis
of the same pricing and substantially equivalent terms.
4. Pre-emption rights
Each holder of BidCo Shares will have rights to participate in new issues of
equity securities by BidCo, subject to certain exceptions. It is expected that
the exceptions will include (without limitation) issues: in connection with a
management incentive plan; to a third party other than for a cash
consideration in connection with the acquisition by the BidCo Group of any
assets, shares or business or any merger, joint venture, partnership or
another strategic transaction effected with Voting Shareholder Consent; in
connection with an IPO, a pre-IPO reorganisation or a reorganisation effected
with Voting Shareholder Consent that does not affect the effective pro rata
direct or indirect economic entitlements of the holders of Rollover Shares; in
connection with refinancing of CAB Payment's facilities or the payment of
transaction costs in respect of the Acquisition; in connection with any
acquisition of Company Shares; or which the Rollover Share Majority (as
defined below), with Voting Shareholder Consent, has agreed to treat as an
excluded issuance.
5. Other matters
Reserved matters
Consent of the holders of more than 50% of the Rollover Shares at the relevant
time ("Rollover Share Majority") will be required in respect of the following
matters:
- any amendment of the BidCo Articles that is materially and
disproportionately adverse to the rights and obligations of the Rollover
Shares compared to their effect on the rights and obligations of the BidCo
Voting Shares (except as required by law or to correct a manifest error, and
excluding any amendments or changes in connection with the issuance of any
securities in accordance with the BidCo Shareholders' Agreement); and
- any dividends, distributions, share buy-back or return of capital by
BidCo otherwise than on a pro rata basis as between holders of BidCo Shares.
Variation
The holders of BidCo Voting Shares may, by Voting Shareholder Consent, amend
the BidCo Shareholders' Agreement, without the consent of the holders of
Rollover Shares, provided that it does not adversely and disproportionately
affect the holders of Rollover Shares (as compared to the holders of BidCo
Voting Shares).
6. Governing Law
The BidCo Shareholders' Agreement and any non-contractual obligations arising
out of or in connection with them will be governed by the laws of England and
Wales. The BidCo Shareholders' Agreement will state that the courts of England
and Wales have exclusive jurisdiction to settle any dispute which may arise
out of or in connection with the BidCo Shareholders' Agreement.
Risk factors in respect of the Rollover Shares
The attention of Eligible CAB Payments Shareholders who may be considering
electing for the Partial Alternative Offer is drawn to certain risk factors
and other investment considerations relevant to such an election. You are
recommended to seek your own independent financial advice in respect of the
Partial Alternative Offer.
These risk factors will be set out in the Offer Document and include, amongst
others, the following:
· following the Effective Date, the MidCo Group will be controlled
by the Helios Consortium and the Rollover Shares will not carry any voting
rights. Eligible CAB Payments Shareholders electing for the Partial
Alternative Offer will, therefore, have no influence over decisions made by
the Helios Consortium in relation to its investment in CAB Payments or any
other business decision;
· the Rollover Shares will comprise securities in a Guernsey
non-cellular company limited by shares, and there is no current expectation
that the Rollover Shares will be listed or admitted to trading on any exchange
or market for the trading of securities, and they will therefore be illiquid;
· in relation to any issue of securities in BidCo which holders of
Rollover Shares are entitled to participate, if they wish to avoid their
percentage interest in BidCo being reduced by any such issue, they will need
to invest further cash sums in BidCo;
· the Rollover Shares may be transferred only in limited
circumstances (a summary of which is set out in this Appendix IV);
· holders of Rollover Shares will, in the same way as all other
BidCo Voting Shareholders, see their economic returns diluted as a result of
the transaction costs incurred by BidCo in connection with the Acquisition
(information on which will be included in the Offer Document) and the fact
that BidCo will be liable to pay UK stamp duty or stamp duty reserve tax on
all Company Shares acquired by it;
· save for those rights prescribed by applicable law, the holders
of Rollover Shares will enjoy only limited minority protections or other
rights (as summarised in this Appendix IV);
· the value of the Rollover Shares will be uncertain and may be
affected by future performance of the BidCo Group (which itself is uncertain),
failure to develop new technologies and processes, speculation about the BidCo
Group in the press or the investment community, strategic actions by
competitors (including acquisitions or restructurings), changes in market
conditions, new industry competitors, shifting market dynamics and regulatory
changes in any number of countries;
· there can be no assurance that the Rollover Shares will be
capable of being sold in the future or that they will be capable of being sold
at the value to be estimated by Rothschild & Co in the Offer Document;
· Company Shares are currently listed on the Equity Shares
(Commercial Companies) category of the London Stock Exchange's Main Market.
Certain standards and protections afforded to shareholders in a premium listed
company are substantially different to those which apply to a shareholding in
an unlisted company, such as that which an Eligible CAB Payments Shareholder
would receive as a result of validly electing for the Partial Alternative
Offer;
· Eligible CAB Payments Shareholders will only be able to elect for
the Partial Alternative Offer in relation to their entire holding of Company
Shares and not part only (subject to the scale back mechanism);
· if valid elections for the Partial Alternative Offer are received
in respect of a total number of Company Shares in excess of the Partial
Alternative Offer Maximum, Eligible CAB Payments Shareholders who elect for
the Partial Alternative Offer cannot be certain as to the number of Rollover
Shares they will receive because, to the extent that the elections for the
Partial Alternative Offer cannot be satisfied in full, the number of Rollover
Shares to be issued in connection with the Partial Alternative Offer will be
scaled back on a pro rata basis, and the balance of the consideration for each
Company Share will be paid in cash in accordance with the terms of the Cash
Offer;
· dividend payments and/or other returns of capital in respect of
the Rollover Shares are not guaranteed and may never be made; and
· the holders of Rollover Shares may be required in the future to
sell their Rollover Shares under the terms of a "drag along" provision (a
summary of which is set out in this Appendix IV).
Appendix V
DEFINITIONS
The following definitions apply throughout this Announcement, unless otherwise
stated or the context otherwise requires.
"Acceleration Statement" a statement in which BidCo, in accordance with Rule 31.5 of the Takeover Code,
brings forward the latest date by which all the Conditions to the Offer must
be satisfied or waived;
"Acceptance Condition" the Condition set out in paragraph 6 of Part A of Appendix I of this
Announcement;
"Acquisition" the proposed acquisition by BidCo of the entire issued and to be
issued share capital of CAB Payments not already owned or controlled by Helios
Fund III, to be implemented by means of the Offer or, should BidCo so elect
(with the consent of the Panel), by means of a Scheme;
"Administrator" the Guernsey administrator of BidCo, Core Fund Services (Guernsey) Limited,
having its registered office address at Hadsley House, Lefebvre Street, St.
Peter Port, Guernsey GY1 2JP;
"Announcement" this announcement, made pursuant to Rule 2.7 of the Takeover Code;
"Announcement Exchange Rate" the exchange rate of GBP:USD of £1:$1.344 as at 27 February 2026 as derived
from data provided by FactSet;
"associated undertaking" has the meaning given on page 49 of this Announcement, and "associated
undertakings" shall be construed accordingly;
"Authority" has the meaning given to it at paragraph 12(d) of Part A of Appendix I of this
Announcement;
"BidCo" Mara BidCo Ltd., a non-cellular company limited by shares incorporated in
Guernsey with registered number 77531;
"BidCo Articles" has the meaning given to it on page 56 of this Announcement;
"BidCo Group" BidCo and its direct and indirect subsidiary undertakings from time to time;
"BidCo Shareholders' Agreement" the shareholders' agreement to be entered into by the holders of securities of
BidCo;
"BidCo Shares" shares in the capital of BidCo;
"BidCo Voting Shareholders" means holders of BidCo Voting Shares;
"BidCo Voting Shares" means voting ordinary shares in the share capital of BidCo;
"Blocking Law" any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996,
including, for the avoidance of doubt, its annex, as amended as of the date of
this Announcement (or any law or regulation implementing such Regulation in
any member state of the European, or the United Kingdom);
"BOFIA" the Banks and Other Financial Institutions Act 2020;
"Business Day" a day (excluding Saturdays, Sundays and public holidays) on which banks are
open for business in London, Guernsey and Canada;
"CAB Bank" Crown Agents Bank Limited;
"CAB Europe" CAB Europe B.V.;
"CAB Payments" or the "Company" CAB Payments Holdings plc, a public limited company incorporated in England
and Wales with registered number 09659405;
"CAB Payments Accounts" Annual Report and Accounts of CAB Payments for the year ended 31 December
2024;
"CAB Payments Group" CAB Payments and its subsidiaries and its subsidiary undertakings;
"CAB Payments Resolutions" the special resolutions to be proposed at the General Meeting necessary to
implement the Scheme;
"CAB Payments Shareholders" holders of Company Shares, and "CAB Payments Shareholder" shall be construed
accordingly;
"Cash Offer" 1.15 US Dollars per Company Share;
"CBN" the Central Bank of Nigeria;
"CCCC" has the meaning given to it at paragraph 12(c) of Part A of Appendix I of this
Announcement;
"CEMAC Commission" has the meaning given to it at paragraph 12(b) of Part A of Appendix I of this
Announcement;
"Closing Price" means the closing middle market price of a Company Share as derived from the
Daily Official List on any particular date;
"Company Shares" the unconditionally allotted or issued and fully paid up (or credited as fully
paid up) ordinary shares of £0.000333 each in the capital of CAB Payments,
and "Company Share" shall be construed accordingly;
"Conditions" the conditions set out in Part A of Appendix I of this Announcement but, for
the avoidance of doubt, excluding the Pre-Conditions;
"Court Meeting" the meeting of CAB Payments shareholders to be convened at the direction of
the Court pursuant to Part 26 of the Companies Act for the purpose of
considering and, if thought fit, approving a Scheme (with or without
amendment) and any adjournment thereof;
"Court Order" the order of the Court sanctioning a Scheme under Part 26 of the Companies
Act;
"Daily Official List" means the daily official list on the London Stock Exchange;
"Dealing Disclosure" has the meaning given in Rule 8 of the Takeover Code;
"Disclosure Guidance and Transparency Rules" the Disclosure Guidance and Transparency Rules of the FCA published under
section 73A of the Financial Services and Markets Act 2000, as amended from
time to time and forming part of the FCA Handbook;
"DNB" the De Nederlandsche Bank N.V.;
"DNO" a declaration of no objection, as granted by the DNB;
"Effective" in the context of the Acquisition: (i) if the Acquisition is implemented by
way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies
Act, the Acquisition having been declared or having become unconditional in
accordance with the requirements of the Takeover Code or (ii) if the
Acquisition is implemented by way of Scheme, the date on which the Scheme
becomes effective in accordance with its terms;
"Effective Date" the date on which: (i) the Offer becomes or is declared unconditional or (ii)
if BidCo elects to implement the Acquisition by way of a Scheme, the date on
which the Scheme becomes effective in accordance with its terms;
"Eligible CAB Payments Shareholders" CAB Payments Shareholders other than (i) Restricted CAB Payments Shareholders,
and (ii) any person owned or controlled (directly or indirectly) by Helios
Fund III;
"Eurocomm" Eurocomm Holding Limited;
"FCA" the UK Financial Conduct Authority;
"Federal Reserve" the Board of Governors of the Federal Reserve System;
"Form of Acceptance" the form of acceptance to accept the Offer, which will accompany the Offer
Document;
"FSA" the Dutch Financial Supervision Act;
"FSMA" the Financial Services and Markets Act 2000;
"FSRA" the Abu Dhabi Financial Services Regulatory Authority;
"FSRA Regulated Entity" Crown Agents Global Markets Ltd;
"General Meeting" the general meeting of CAB Payments Shareholders to be convened to consider
and if thought fit pass, inter alia, the CAB Payments Resolutions in relation
to the Scheme and the Offer, including any adjournments thereof;
"GEN" the FSRA's General Rulebook;
"GENIUS Act" the Guiding and Establishing National Innovation for US Stablecoins Act;
"Helios Consortium" Helios Fund III, Helios Fund V and HFP;
"Helios Fund III" Helios Investors III, L.P. and Helios Investors III (A), L.P.;
"Helios Fund V" Helios Investors V, L.P. and Helios Investors V (Mauritius) L.P.;
"Helios Funds" Helios Fund V and Helios Fund III;
"HFP" Helios Fairfax Partners Corporation;
"HIP" Helios Investment Partners LLP;
"Joint Bidding Agreement" has the meaning given to it in paragraph 10 of this Announcement;
"Last Accounts Date" 31 December 2024 being the date of the CAB Payments Accounts;
"Latest Practicable Date" 27 February 2026 being the last Business Day before the date of this
Announcement;
"Listing Rules" the UK Listing Rules of the FCA published under section 73A(2) of the FSMA, as
amended from time to time and forming part of the FCA Handbook;
"Lock-up Period" has the meaning given to it on page 57 of this Announcement;
"London Stock Exchange" the London Stock Exchange plc;
"Longstop Date" 2 May 2027 or such later date (if any) as BidCo may, with the consent of the
Panel, specify;
"MidCo" Yoda MidCo Ltd, a non-cellular company limited by shares incorporated in
Guernsey with registered number 77530;
"MidCo Group" means MidCo and BidCo and any direct or indirect subsidiary undertakings from
time to time;
"NCC" has the meaning given to it at paragraph 12(a) of Part A of Appendix I of this
Announcement;
"NSIA" means the National Security and Investment Act 2021;
"NYDFS" the New York Department of Financial Services;
"Offer" the offer to be made by or on behalf of BidCo by means of a takeover offer as
defined in Chapter 3 of Part 28 of the Companies Act to acquire the entire
issued and to be issued share capital of CAB Payments not already owned or
controlled by Helios Fund III, on the terms and subject to the conditions to
be set out in the Offer Document and the Form of Acceptance, including, where
the context admits, any subsequent revision, variation, extension or renewal
of such offer;
"Offer Document" the offer document to be sent to (among others) CAB Payments Shareholders,
containing and setting out, among other things, the full terms and conditions
of the Offer;
"Offer Period" the offer period (as defined in the Takeover Code) relating to the Company
that commenced on 2 February 2026 and ending on the earlier of the Effective
Date and/or the date on which the Offer lapses or is withdrawn (or such other
date as the Panel may decide);
"Official List" the official list maintained by the FCA;
"Opening Position Disclosure" has the meaning given in Rule 8 of the Takeover Code;
"Overseas CAB Payments Shareholders" holders of Company Shares who are resident in, ordinarily resident in, or
citizens of, jurisdictions outside the United Kingdom;
"Panel" The Panel on Takeovers and Mergers;
"Partial Alternative Offer" has the meaning given to it on page 2 of this Announcement;
"Partial Alternative Offer Maximum" has the meaning given to it on page 2 of this Announcement;
"Post-Completion Review" has the meaning given to it in paragraph 7 of this Announcement;
"Power of Attorney" the power of attorney to be included in the Form of Acceptance (in respect of
Company Shares held in certificated form) or the Offer Document (in respect of
Company Shares held in uncertificated form), pursuant to which any Eligible
CAB Payments Shareholders who validly elect for the Partial Alternative Offer
will irrevocably appoint BidCo, and any director of, or person authorised, by
BidCo, as their attorney and/or agent to execute on their behalf all documents
necessary or desirable to give effect to the terms of the Acquisition;
"PRA" the UK Prudential Regulation Authority;
"Pre-Conditions" the pre-conditions set out in Part A of Appendix I;
"Relevant Controller Applicants" has the meaning given in paragraph 7(a) of Part A of Appendix I;
"Relevant Securities" has the meaning given in paragraph 16;
"Restricted CAB Payments Shareholders" CAB Payments Shareholders that are located in a Restricted Jurisdiction and
"Restricted CAB Payments Shareholder" shall be construed accordingly;
"Restricted Jurisdiction" any jurisdiction where the release, publication or distribution in whole or in
part, in, into or from or where the extension of the Offer would constitute a
violation of the relevant laws of the jurisdiction or would result in a
requirement to comply with any consent or other formality which BidCo regards
as unduly onerous;
"RMB" FirstRand Bank Limited (acting through its Rand Merchant Bank division)
(Registration No. 1929/001225/06);
"Rollover Shares" unlisted non-voting ordinary shares in the capital of BidCo;
"Rothschild & Co" N.M. Rothschild & Sons Limited;
"Scheme" to the extent the Acquisition is by way of scheme, the proposed scheme of
arrangement under Part 26 of the Companies Act between CAB Payments and the
relevant Scheme shareholders in connection with the Offer with or subject to
any modification, addition or condition approved or imposed by the Court and
agreed by BidCo and CAB Payments;
"Scheme Court Hearing" the hearing by the Court of the petition to sanction a Scheme and to grant a
Court Order;
"Scheme Document" if required, the Scheme document to be sent to (among others) CAB Payments
Shareholders, containing and setting out, among other things, the full terms
and conditions of the Scheme;
"subsidiary undertaking" has the meaning given on page 49;
"Tagging Rollover Shareholder" has the meaning given to it on page 58 of this Announcement;
"Takeover Code" the City Code on Takeovers and Mergers;
"Tanzanian Authority" has the meaning given to it at paragraph 12(e) of Part A of Appendix I of this
Announcement;
"Third Party" has the meaning given on page 41;
"TopCo" Skywalker Topco Ltd, a non-cellular company limited by shares registered in
Guernsey with company number 77520;
"Toronto Stock Exchange" TSX Inc.;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"UK Regulators" has the meaning given in paragraph 3 of Part A of Appendix I of this
Announcement;
"Unconditional Date" Day 60 or such earlier date as may be specified by BidCo in the Offer Document
or any Acceleration Statement unless, where permitted, it has set aside that
statement;
"US" or "United States" the United States of America, the territories and possessions, any state of
the United States of America, the District of Columbia and all areas subject
to its jurisdiction or any political sub-division thereof;
"US Exchange Act" United States Securities Exchange Act of 1934, as amended;
"US Securities Act" the United States Securities Act of 1933, and the rules and regulations
promulgated thereunder;
"Voting Shareholder Consent" has the meaning given to it on page 57 of this Announcement;
"Wider BidCo Group" has the meaning given to it on page 49 of this Announcement; and
"Wider CAB Payments Group" has the meaning given to it on page 49 of this Announcement;
A reference to "includes" shall mean "includes without limitation", and
references to "including" and any other similar term shall be construed
accordingly.
All times referred to are London time unless otherwise stated.
All references to statutory provision or law or to any order or regulation
shall be construed as a reference to that provision, law, order or regulation
as extended, modified, replaced or re-enacted from time to time and all
statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom.
All references to "GBP", "pence", "Sterling" or "£" are to the lawful
currency of the United Kingdom.
All references to "US Dollars" "USD", "US$", "dollars", "$" or "cents" are to
the lawful currency of the United States of America.
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on Cab Payments Holdings
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