REG - Helios Invest.Prtnrs CAB Payments Hldgs - Update Statement

Cab Payments HoldingsAnnouncement

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RNS Number : 3540Y  Helios Investment Partners LLP  27 March 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION

FOR IMMEDIATE RELEASE

27 March 2026

Helios Consortium Offer for CAB

Update Statement

Introduction

On 12 February 2026, the Helios Consortium announced a cash offer to acquire
the entire issued and to be issued share capital of CAB Payments Holdings plc
("CAB Payments"), excluding CAB Payments shares already owned or controlled by
Helios Fund III (the "Helios Offer Announcement") (the "Helios Offer").

Under the terms of the Helios Offer, Eligible CAB Payments Shareholders would
be entitled to receive US$1.15 in cash per existing CAB Payments share or the
Partial Alternative Offer. The Helios Offer is supported by shareholders
representing 52.70% of CAB Payments' issued share capital, as described in
further detail in the Schedule.

StoneX possible offer is not deliverable

On 16 March 2026, StoneX Group Inc. ("StoneX") announced that it had
approached CAB Payments regarding a potential acquisition of the entire issued
and to be issued share capital of CAB Payments. StoneX submitted a non-binding
cash proposal which is subject to the satisfaction or waiver of a number of
pre-conditions, including the receipt by StoneX of an irrevocable undertaking
from the Helios Consortium in support of StoneX's proposal.

The Helios Consortium has declined a request to provide an irrevocable
undertaking.

Therefore, the Helios Consortium considers that the Helios Offer is the only
firm and deliverable offer available to CAB Payments shareholders.

Regulatory filings

In connection with the Pre-Conditions and Conditions to the Helios Offer, the
Helios Consortium is required to make certain filings with regulators. These
filings need to include specific, non-public information in respect of CAB
Payments ("Requisite Information").

Notwithstanding the fact that the CAB Board has not recommended the Helios
Offer, the Helios Consortium believes it is in the interests of CAB Payments
shareholders, whether they intend to accept the Helios Offer or not, that the
regulatory filings are made as soon as possible so that shareholders can
consider and assess the terms of the Helios Offer sooner.

The Helios Consortium has therefore asked the board of CAB Payments ("CAB
Board") to provide the Requisite Information to facilitate the making of the
necessary filings. The CAB Board has so far refused to provide the Helios
Consortium with the Requisite Information.

The Helios Consortium considers this stance to be against the interests of CAB
Payments shareholders for the following reasons:

·   Providing the Requisite Information will enable the Helios Consortium
to complete this necessary regulatory process sooner, thereby allowing the
Helios Offer to be put to shareholders so they can properly assess the merits
of the offer sooner.

·    If the CAB Board decides not to provide the Requisite Information
this will not prevent the Helios Offer being put to shareholders, it will only
prolong and delay the process.

·    The Helios Consortium currently has no choice but to proceed with
making the relevant filings based on incomplete information. However, certain
regulators will require the CAB Board to provide the Requisite Information in
any case. This would result in a piecemeal and regulatory-reactive approach
which would only lead to inefficiencies and delays to the offer process and
disruption to the CAB Payments business to the detriment of all shareholders.

CAB Payments shareholders, whether they intend to accept the Helios Offer or
not, are therefore encouraged to ask the CAB Board to engage fully with the
Helios Consortium, and the relevant regulators, in the making of these
regulatory filings so as to bring this necessary process to a conclusion as
soon as possible.

Capitalised terms used in this announcement, unless otherwise defined herein,
have the same meanings as set out in the Helios Offer Announcement.

Contacts

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

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, 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 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.

Schedule

Helios Fund III owns or controls in aggregate 114,640,189 Company Shares,
representing approximately 45.11% of CAB Payments' issued share capital.

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 26
March 2026 (the "Latest Practicable Date").

Pursuant to the irrevocable undertaking, Eurocomm has agreed to (i) accept or
procure acceptance of the Offer (or, if the Helios Offer 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
Helios Offer 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 the Helios Offer Announcement.

References to the issued share capital (254,143,218) and percentage they
represent are based on The Takeover Panel Disclosure Table as at 26 March
2026.

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