REG - Helios Invest.Prtnrs CAB Payments Hldgs - Statement re Possible Offer

Cab Payments HoldingsAnnouncement

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RNS Number : 2786R  Helios Investment Partners LLP  02 February 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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE EVEN IF ANY PRE-CONDITIONS ARE
SATISFIED OR WAIVED

 

FOR IMMEDIATE RELEASE

 

02 February 2026

 

Increased possible offer for CAB Payments Holdings plc by the Helios
Consortium

US$1.15 in cash per CAB Payments Holdings plc share

Partial unlisted share alternative

The Helios Consortium (as defined below) announces that it is seeking the
recommendation for an increased possible offer it made on 29 January 2026 to
the board of CAB Payments Holdings plc ("CAB Payments") to acquire the entire
issued and to be issued ordinary share capital of CAB Payments excluding those
shares already held by Helios Fund III (as defined below) (the "Increased
Possible Offer").

The Helios Consortium holds, controls or has received a letter of support for
the Increased Possible Offer in respect of 127,905,170 CAB Payments shares,
representing 50.33 per cent. of the issued share capital of CAB Payments
(further details of the Helios Fund III shareholding and the letter of support
are set out below).

Under the terms of the Increased Possible Offer, CAB Payments' shareholders
would be entitled to receive US$1.15 in cash per existing CAB Payments share
(the "Cash Offer").

Should a firm offer be made, the Helios Consortium would also make available a
partial unlisted share alternative (the "Unlisted Share Alternative").

The Increased Possible Offer price represents a:

·      21% premium to the volume weighted average share price for the
thirty-day trading period ended 30 January 2026;

·      37% premium to the volume weighted average share price for the
ninety-day trading period ended 30 January 2026; and

·      value of US$292 million and £213 million (based on the closing
US:GBP spot exchange rate as at 30 January 2026) for the entire issued and to
be issued share capital of CAB Payments.

The Increased Possible Offer has been structured to provide CAB Payments'
shareholders with a full cash exit and to enable those shareholders who wish
to remain invested to participate in the future of the Company through the
Unlisted Share Alternative.

On 24 January 2026, a previous possible offer made by the Helios Consortium to
the Board of CAB Payments of US$1.05 in cash per existing CAB Payments share
was rejected by an independent committee of the Board of CAB Payments.

The Helios Consortium believes 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.

Adviser

Rothschild & Co is acting as financial adviser to the Helios Consortium.

Helios Fund III holding and shareholder support

Helios Fund III holds 114,640,189 ordinary shares of £0.000333 each in the
share capital of CAB Payments, representing approximately 45.11 per cent. of
the existing issued ordinary share capital of CAB Payments as at close of
business on 30 January 2026 (being the latest practicable date prior to the
date of this announcement).

In accordance with Rule 2.10(a) of the Code, the Helios Consortium announces
that it has procured a non-binding letter of intent from Eurocomm Holding
Limited ("Eurocomm") confirming it would be supportive, in principle, for an
offer which: is at a price per CAB Payments share of no less than US$1.05;
includes an Unlisted Share Alternative; and is effected by means of a scheme
of arrangement. Eurocomm indirectly holds the relevant authority to control
the exercise of all rights (including voting rights) attaching to 13,264,981
ordinary shares of £0.000333 each in the share capital of CAB Payments,
representing approximately 5.22 per cent. of the existing issued ordinary
share capital of CAB Payments as at close of business on 30 January 2026
(being the latest practicable date prior to the date of this announcement).

Accordingly, in aggregate the Helios Consortium holds or has received a letter
of support in respect of 127,905,170 ordinary shares of £0.000333 each in the
share capital of CAB Payments, representing approximately 50.33 per cent. of
the existing issued ordinary share capital of CAB Payments.

The Helios Consortium

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

Important Code notes

The Helios Consortium reserves the right to waive any pre-condition to the
making of an offer, including the recommendation of the CAB Payments' Board
referred to above.

There can be no certainty that an offer will be made for CAB Payments even if
the pre-conditions are satisfied or waived.

In accordance with Rule 2.5(a) of the Code, the Helios Consortium reserves the
right to make an offer for CAB Payments on less favourable terms than US$1.15
in cash per CAB Payments share and/or not to offer the Unlisted Share
Alternative: (i) with the agreement or recommendation of the CAB Payments'
board; (ii) if a third party announces a possible offer or a firm intention to
make an offer for CAB Payments which, at that date, is of a value less than
the Cash Offer; or (iii) following the announcement by CAB Payments of a Rule
9 waiver transaction pursuant to the Code. The Helios Consortium reserves the
right to introduce other forms of consideration and/or vary the form or mix of
consideration of any offer. The Helios Consortium reserves the right to adjust
the terms of the Cash Offer to take account of the value of any dividend or
other distribution which is announced, declared, made or paid by CAB Payments
after the date of this announcement.

In accordance with Rule 2.6(a) of the Code, the Helios Consortium must, by not
later than 5.00 pm (London time) on 2 March 2026, either announce a firm
intention to make an offer, subject to conditions or pre-conditions if
relevant, for CAB Payments in accordance with Rule 2.7 of the Code or announce
that it does not intend to make an offer for CAB Payments, in which case the
announcement will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline can be extended with the consent of the Takeover Panel
in accordance with Rule 2.6(c) of the Code. Other than in respect of the
Unlisted Share Alternative, for the purposes of the Code, any offer, if made,
is likely to be in cash.

Important notice related to financial adviser

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for the Helios Consortium and for no one else
in connection with the subject matter of this announcement and will not be
responsible to anyone other than the Helios Consortium for providing the
protections afforded to its clients or for providing advice in connection with
the subject matter of this announcement.

Disclosure requirements of the Code

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

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

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

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

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk (http://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.

Other than in respect of any partial unlisted share alternative, for the
purposes of the Code, any offer if made is likely to be in cash.

Rule 2.4 information

Prior to this announcement it has not been practicable for the Helios
Consortium to make enquiries of all persons acting in concert with it to
determine whether any dealings in CAB Payments shares by such persons give
rise to a requirement under Rule 6 or Rule 11 of the Code for the Helios
Consortium, if it were to make an offer, to offer any minimum level, or
particular form, of consideration. Any such details shall be announced as soon
as practicable and in any event by no later than the deadline for the Helios
Consortium's Opening Position Disclosure.

Rule 26.1 disclosure

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

Additional Information

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of CAB Payments who are not resident
in the United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of CAB Payments who are not resident
in the United Kingdom will need to inform themselves about, and observe any
applicable requirements.

Sources and bases

Volume-weighted average prices derived from Bloomberg as at 30 January 2026.

Exchange rate derived from FactSet as at 30 January 2026.

References to the number of ordinary shares and percentage they represent are
based on CAB Payments' latest annual report (FY24).

Reference to a profit downgrade is based on CAB Payments' "Update on Q3
Trading and Outlook" dated 24 October 2023.

 

 

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