REG - CAB Payments Hldgs - Further response to firm offer announcement

Cab Payments HoldingsAnnouncement

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RNS Number : 4038V  CAB Payments Holdings PLC  05 March 2026

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FOR IMMEDIATE RELEASE

 

5 March 2026

 

CAB PAYMENTS HOLDINGS PLC

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

FURTHER RESPONSE TO FIRM OFFER ANNOUNCEMENT BY THE HELIOS CONSORTIUM

"Offer highly opportunistic, fundamentally undervalues CAB Payments"

Highlights:

 

·      Offer from Helios Consortium highly opportunistic and
fundamentally undervalues CAB Payments

 

·      FY25 marked a clear positive inflection point for CAB Payments,
now returning to double-digit growth

 

·      Confidence in Group's ability to deliver attractive shareholder
returns

 

·      Updated medium-term growth guidance reflecting this confidence

 

·      The Independent Board's unanimous recommendation is that
shareholders reject the Helios Consortium offer

 

·      Shareholders are strongly advised to take no action in relation
to the offer at this time

 

As announced on 2 March 2026, the Independent Board remains of the view that
the offer from the Helios Consortium is highly opportunistic and fundamentally
undervalues CAB Payments and its future prospects. Since the Helios Consortium
first announced on 2 February that it was considering making an offer on these
terms, the Independent Board has continued to engage extensively with a
significant number of the Company's larger shareholders. The Independent
Board's rationale for rejecting the offer has been communicated to the Helios
Consortium through continued direct dialogue since the Helios Consortium first
approached the Independent Board on 17 January in relation to an offer.

CAB Payments today announced its FY25 results and an update on the Group's
strategic direction. The Group's positioning is clear: a global FX and
Payments business, enhanced by regulated licenses and exposure to some of the
world's fastest growing and most dynamic markets. These results and the
significant opportunity ahead underline the Independent Board's unanimous
recommendation that shareholders reject the Helios Consortium offer and
reinforce the Independent Board's confidence in the Group's future prospects
and ability to deliver further and substantial shareholder value
notwithstanding short-term uncertainties associated with current heightened
conflict in the Middle East.

FY25 marked a clear positive inflection point for CAB Payments: delivering
meaningful financial, and strategic progress by strengthening the quality,
scalability and diversification of the business and demonstrating the Group's
ability to execute at pace and deliver sustainable, attractive growth

·      Strong financial and operational progress in 2025

o  Acceleration in Total Income growth, with 12% year‑on‑year growth
driven by stronger client activity and an improved product mix.  This
supported a 14% increase in adjusted EBITDA to £35m.

o  Significant expansion of the B2B client franchise, adding ~50 new active
clients, deepening relationships with 30 central bank clients, and delivering
higher revenue per client.

o  Reduced revenue concentration, with the top‑five‑currency
concentration reduced from ~45% in 2023 to ~32% in 2025, reflecting a more
diversified commercial base.

o  Broadened geographic footprint to further strengthen our ability to serve
clients, with the recent opening of licensed offices in New York and Abu Dhabi
improving access to key high‑growth corridors.

o  Business is now back to the same peak revenue levels as 2023 (adjusted for
exceptional Naira revenues) with a more diverse and sustainable business
model.

o  Adjusted EPS increased by 9%, delivering value to shareholders.

 

·      Substantial progress in relation to execution of the Group's
strategy

o  Liquidity and nostro relationships expanded materially, and the onboarding
of a major new USD clearing partner in early 2026 has diversified access to
hard‑currency liquidity and enhanced the Group's ability to support higher
transaction volumes.

o  The Group materially strengthened its platform: ACH rails now reach
billions of endpoints, enabling faster and more cost‑efficient payments.

o  Relationship-led central bank strategy now delivering, having generated
material revenue growth in H2 2025.

o  Cost-base reshaped with surplus roles exited and a greater proportion of
staff focused on revenue generating opportunities.

The Independent Board's confidence to deliver attractive shareholder returns
is underpinned by the strategic actions that have been undertaken and are also
underway

·      Further improving revenue quality, and de-risking of growth

o  Looking ahead, increased sales capacity in 2026, expanding multi‑product
adoption, the benefits of our new licensed offices in New York and Abu Dhabi
and growing exposure to high‑growth corridors are expected to drive further
share‑of‑wallet gains, higher client activity and continued
diversification of revenue.

o  This is evidenced by a broadening and deepening of the Company's client
franchise, a broader product suite, and a broader geographic footprint.

·      Increasing operating leverage

o  The Group has reshaped its cost base and embedded technology‑led
improvements that have strengthened profitability. Automation levels and
straight-through-processing rates have increased.

o  These actions reflect a scalable platform designed for multi‑product and
multi‑geography operations, with AI‑enabled components now embedded.

o  Over the medium term, additional efficiency gains from automation,
workflow orchestration and scaling multi‑currency capabilities are expected
to enhance margins further.

·      Continued capital-lite, infrastructure‑led growth

o  ACH rails have extended reach, the Group has expanded corridor capability,
including CNY crossing; and the European hub launched in 2025 and the recently
opened New York and Abu Dhabi offices are broadening geographic coverage.

o  The addition of a new USD clearing partner further strengthens the
liquidity network and improves the Group's ability to support large‑scale,
high‑value flows, globally.

o  Advancing stablecoin‑enabled payment capabilities, with strong client
use‑cases identified, development and testing underway in line with
regulatory guidance. Launch planned for 2026 to support faster, lower‑cost
B2B flows as the technology matures.

·      Scarcity value and high barriers to entry

o  CAB Payments is a unique business with deeply embedded central bank
relationships due to its UK banking license and other regulatory approvals.
These regulatory alignments reinforce trust and create structural barriers for
new entrants.

o  Network effects intensify as payment flows scale, strengthening the
Company's position in critical corridors and increasing the difficulty for
competitors to replicate the network and model.

Both the FY25 results and the ongoing strategic initiatives underpin the
Group's confidence in the updated medium-term guidance

Growth: The Group expects to deliver Total Income growth (excluding Net
Interest Income) in the high-teens to low-twenties compound annual growth rate
over the next three years. This, combined with improving operating leverage,
will be a significant driver of shareholder value.

Strong capital generation driving growth and shareholder distributions: The
Group's structurally capital and cash‑generative business model is expected
to generate meaningful surplus capital over the next three years, creating
flexibility to fund growth and initiate cash shareholder distributions. The
Board will outline the distribution framework at the FY26 results.

The entire CAB Payments Board, including the two Helios representatives,
unanimously approved the strategy that is currently being executed under the
new leadership team. The Independent Board believes that, taken together, the
Group's FY25 achievements provide clear evidence of delivery, while the
medium‑term opportunity is substantially greater. The combination of a
growing and diversified client base, an expanded liquidity and payments
network, a scalable technology platform, exposure to large and fast‑growing
markets and a highly cash‑generative model supports a compelling
forward‑looking value case.

It is this combination of delivery, momentum, and future potential, as well as
the key disadvantages of the Helios offer outlined below, that reinforces the
Independent Board's view that the Helios Consortium offer is highly
opportunistic and fundamentally undervalues CAB Payments' strategic progress,
financial performance and value creation prospects.

The Helios Consortium offer

Significant disadvantages of the Helios Consortium offer include:

·      Low value, fundamentally undervaluing CAB Payments - including a
low premium of only c.18% 1  (#_ftn1) based on the closing undisturbed share
price of GBP 0.72 on 30 January (being the last business day before a possible
offer for CAB Payments was announced).

·      Long timeline - The offer involves an extended process with a
number of material regulatory pre‑conditions still to be satisfied or waived
before an offer document can be published, resulting in a protracted timetable
(see further detail below).

·      USD consideration - The cash offer is denominated in USD,
creating additional uncertainty for shareholders given that the GBP value
received by shareholders will depend on FX movements over a prolonged period.

·      Illiquid unlisted share alternative - The partial unlisted share
alternative comprises rollover securities that are non-voting, illiquid,
subject to restrictive transfer conditions and lock‑ups, and may ultimately
be difficult to realise (see further detail below).

Timetable

Until the Helios Consortium publishes its formal offer document (the 'Offer
Document'), there is no action for CAB Payments shareholders to take in
relation to the offer.  As disclosed in the Helios Consortium's announcement
on 2 March (the 'Rule 2.7 Announcement'), the Helios Consortium will not
publish the Offer Document until after it has satisfied or waived a number of
pre-conditions relating to material financial services regulatory clearances
and other approvals in various jurisdictions, including the UK, the
Netherlands, Nigeria, and the US.  Based on the Helios Consortium's statement
in the Rule 2.7 Announcement that it expects the offer to become unconditional
during Q2 2027, it could be many months before the Offer Document is
published.

Partial share alternative offer

In addition, the Independent Board notes that the Helios Consortium's offer
includes a partial share alternative (the 'PSA') to its cash offer.  As
disclosed in the Rule 2.7 Announcement, the rollover shares which will be
available under the PSA will be illiquid, will be of uncertain value (with no
assurance that they will be capable of being sold in the future), will not be
admitted to trading on any stock exchange, will be subject to significant
transfer restrictions (including a three‑year lock‑up), and will not carry
any voting rights other than in limited circumstances. CAB Payments
shareholders who are considering electing for the PSA are strongly encouraged
to evaluate carefully whether the rollover securities will be suitable for
them based on their own circumstances and investment strategies and
objectives, and should seek their own independent financial advice before
making any election when the Offer Document and form of election are
published.

Following the publication of the Offer Document, the Independent Board will
publish a circular to shareholders setting out in detail the Independent
Board's views on the offer and its reasons for recommending unanimously that
shareholders reject the offer.

Shareholders are therefore strongly advised to take no action in relation to
the offer at this time.

 

Enquiries:

 CAB Payments Holdings PLC                                            ir@cabpayments.com

 James Hopkinson, Group CFO

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

(Financial Adviser and Joint Corporate Broker)

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

(Joint Corporate Broker)

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

(Joint Corporate Broker)

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

(Independent Adviser to the Independent Board)

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

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

 

Important notices

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or solicitation of any offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction, whether pursuant to
this announcement or otherwise.

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

Disclaimer

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

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

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(together or separately as the case may be, "Shore Capital"), which is
authorised and regulated in the United Kingdom by the FCA, is acting for CAB
Payments and no one else in connection with  the matters set out in this
announcement and will not be responsible to anyone other than CAB Payments for
providing the protections afforded to clients of Shore Capital nor for
providing advice in relation to any matter referred to in this announcement.
Neither Shore Capital nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Shore Capital in connection with the matters referred to in this
announcement, any statement contained herein or otherwise.

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

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

 

Publication on a website

 

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

 

Disclosure requirements of the Code

 

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

 

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

 

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

 

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

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

 

 

 1  (#_ftnref1) Based on USD / GBP exchange rate of 0.7412 as of 27 February
2026, being the last business day before the Helios Consortium's announcement
of a firm offer for CAB Payments.

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