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

Cab Payments HoldingsAnnouncement

12/02/2026 07:00

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RNS Number : 6828S  Helios Investment Partners LLP  12 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

 

12 February 2026

 

Possible offer for CAB Payments Holdings plc

Helios Consortium statement

Introduction

The Helios Consortium (as defined below) announced at 07:00 on Monday 2
February 2026 that it was seeking the recommendation for an increased possible
offer it made on Thursday 29 January 2026 to the board of CAB Payments
Holdings plc ("CAB Payments") of US$1.15 in cash per existing CAB Payments
share 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").

At 12:37 on Monday 2 February 2026 CAB payments rejected the Increased
Possible Offer.

This announcement provides CAB Payments shareholders with further background
to the Increased Possible Offer.

CAB Payments shareholders are encouraged to ask the CAB Payments Board to
reconsider its rejection of the Increased Possible Offer.

Background to the Increased Possible Offer

Helios Fund III has been invested in CAB Payments since 2016 and remains a
long-term supporter of CAB Payments. However, The Helios Consortium believes
CAB Payments is 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
increasing market share

-  Further regulatory developments such as the GENIUS Act and greater
openness to granting U.S. banking licenses 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 licenses and commercial
partnerships announced by CAB Payments do not appear to have had meaningful
positive financial impact on CAB Payments

-   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%)

 

The 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 defining 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 with decisive
and flawless execution, disciplined and focused capital allocation and the
nimbleness to continue to adapt as market conditions 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.

Shareholder support

Since the announcement made by the Helios Consortium on Monday 2 February,
Bhairav Trivedi has provided a letter of support in respect of his 2.37%
shareholding. This is in addition to the previously announced letter of
support provided by Eurocomm Holding Limited in respect of its 5.22%
shareholding.

Therefore, the Helios Consortium now holds, controls or has received a letter
of support for the Increased Possible Offer in respect of 133,924,859 CAB
Payments shares, representing 52.70 per cent. of the issued share capital of
CAB Payments.

Further details of the Helios Fund III shareholding and the letters of support
are set out below.

The Increased Possible Offer

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:

-   22% 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 Increased Possible Offer being made public;

-   38% 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 £214 million (based on the closing USD:GBP
spot exchange rate as at 11 February 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.

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 11 February 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 11 February 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 Bhairav Trivedi
("Bhairav") confirming he would be supportive, in principle, for an offer
which: is at a price per CAB Payments share of no less than US$1.15 and
includes an Unlisted Share Alternative. Bhairav directly holds the relevant
authority to control the exercise of all rights (including voting rights)
attaching to 6,019,689 ordinary shares of £0.000333 each in the share capital
of CAB Payments representing approximately 2.37 per cent. of the existing
issued ordinary share capital of CAB Payments at close of business on 11
February 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 133,924,859 ordinary shares of £0.000333 each in the
share capital of CAB Payments, representing approximately 52.70 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.

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.

 

Enquiries

Rothschild & Co (Financial adviser to the Helios Consortium)
                         +44 (0) 20 7280 5000

John Deans

Toby Ross

Teneo (Communications adviser)
 

Rob Yates
 
+44 (0) 20 7353 4200

Ed Cropley
 
Helios@teneo.com

 

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 11 February 2026.

References to the number of ordinary shares and percentage they represent are
based on CAB Payments' latest annual report (FY24). Eurocomm's number of
shares based on the Rule 8.3 announcement on 11 February 2026. Bhairav
Trivedi's number of shares based on the Rule 8.3 announcement on 10 February
2026.

Reference to profit downgrade is based on CAB Payments' 2024 "Update on Q3
Trading and Outlook".

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

 

 

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