REG - CAB Payments Hldgs - Announcement of Pricing

Canaccord GenuityAnnouncement

06/07/2023 08:15

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RNS Number : 1074F  CAB Payments Holdings Limited  06 July 2023

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH
DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is not a prospectus nor an offer of securities for sale in
any jurisdiction, including in or into the United States, Canada, Japan,
Australia or South Africa.

Neither this announcement, nor anything contained herein shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Investors should not purchase any shares referred to in
this announcement except solely on the basis of the information contained in a
prospectus in its final form published by CAB Payments Holdings Limited, which
has been re-registered as a public limited company with the name CAB Payments
Holdings plc prior to Admission (as defined below) (the "Company"), on 27 June
2023 in connection with the offer of ordinary shares in the Company (the
"Ordinary Shares") and the proposed admission to listing of such Ordinary
Shares to the premium listing segment of the Official List of the Financial
Conduct Authority (the "FCA") and to trading on the main market for listed
securities of London Stock Exchange plc (the "London Stock Exchange")
(together, "Admission"). A copy of the Prospectus published by the Company is
available for inspection from the Company's registered office and on the
Company's website at http://www.cabpayments.com (http://www.cabpayments.com) ,
subject to certain access restrictions.

6 July 2023

CAB Payments Holdings Plc 1 

Announcement of Pricing

 

Following the announcements by CAB Payments Holdings Limited on 27 June 2023
of the offer price of £3.35 per Ordinary Share (the "Offer Price") and
publication of the Prospectus, CAB Payments today announces the successful
completion of the bookbuilding process in relation to the initial public
offering of its Ordinary Shares (the "Offer"). Based on the Offer Price and on
the basis described below, the market capitalisation of the Company will be
approximately £851.4 million at the commencement of conditional dealings on
the main market of the London Stock Exchange.

Bhairav Trivedi, CEO of CAB Payments, said: "Today marks an important
milestone for CAB Payments as we celebrate our first day of conditional
dealings on the London Stock Exchange. Deciding to list signifies our
confidence in the proposition we bring to clients and our new, enlarged
investor base, as well as the confidence that we have in the UK as the home
for innovative and growing global fintech businesses.

 

"The great reception we received from the investment community underlines our
strong financial profile and a track record of delivering growth,
profitability, and cash generation. We are tremendously excited to start this
new chapter of our journey, as we work to connect more people in traditionally
hard-to-reach regions with global payments and foreign exchange trading
capabilities. We look forward to continuing to cement our position as a
payments and forex partner of choice for blue-chip customers transacting in
emerging markets."

 

Ann Cairns, Non-Executive Chair of CAB Payments: "I am delighted to be at
London Stock Exchange today to launch CAB Payments as a newly listed company
on the Premium Segment of the London Stock Exchange. CAB Payments is a very
exciting fintech which is transforming the way payments and FX reach frontier
markets. Built upon the bedrock of a UK banking license, along with its
compliance-first culture and robust governance frameworks, CAB Payments
delivers real economic benefits to those markets. That's why it is used by aid
agencies and blue-chip companies alike for commercial transactions and social
impact.

 

"Taking on the role of Chair at CAB Payments presented me with an opportunity
to connect two of my deepest passions: working with payments and FX businesses
and working for a company with a clear mission and purpose. Today is a very
significant moment for the business, and I am excited by the opportunity
ahead, because at CAB Payments we all know this is only the beginning."

 

Offer Highlights:

·      The Offer comprises 87,000,000 existing Ordinary Shares. In
addition, a further 13,000,000 Ordinary Shares are being made available by the
Over-allotment Shareholder (as defined in the Prospectus) which, assuming that
the Over-allotment Option (as defined in the Prospectus) is exercised in full,
brings the final Offer size to £335 million, representing approximately 39.35
per cent of the aggregate of the Company's Ordinary Shares at the time of
Admission.

·      Immediately following Admission, the Company's issued share
capital will be 254,143,218 Ordinary Shares.

·      Full details of the Offer are included in the Pricing Statement,
which is available on the Company's website
(https://cabpayments.com/#investors (https://cabpayments.com/#investors) ).

Admission and Dealings:

·      Commencement of conditional dealings on the London Stock Exchange
is expected to take place at 8:00 a.m. (UK time) on 6 July 2023 under the
ticker "CABP". Only those investors who applied for, and were allocated,
Ordinary Shares in the institutional offer or (save in certain circumstances)
the intermediaries offer will be able to deal in the Ordinary Shares on a
conditional basis.

·      Admission to the premium listing segment of the Official List of
the FCA and to trading on the main market for listed securities of the London
Stock Exchange, and the commencement of unconditional dealings, is expected to
take place at 8:00 a.m. (UK time) on 11 July 2023.

Further Information:

·      Each of the Company, its directors and certain selling
shareholders (including the Principal Shareholder (as defined in the
Prospectus) and certain of the Company's employees), will be subject to
lock-up arrangements restricting the disposal of Ordinary Shares for a period
of time following Admission. The Company and certain of the selling
shareholders (including the Principal Shareholder) will be subject to 180 day
lock-ups from the date of Admission while Directors and certain employees of
the Company will be subject to 365 day lock-ups. The lock-up restrictions are
subject to certain customary exceptions and may otherwise only be waived with
the prior written consent of the Joint Global Co-ordinators.

 

Enquiries:

 FTI Consulting (Public Relations Adviser to CAB Payments)
 Ed Bridges / Katherine Bell

 +44 (0) 7768 216 607 / +44 (0) 7976 870 961

 edward.bridges@fticonsulting.com (mailto:edward.bridges@fticonsulting.com) /
 katherine.bell@fticonsulting.com (mailto:katherine.bell@fticonsulting.com)
 Joint Global Co-ordinators and Joint Bookrunners

 Barclays

 James Woolf / Nikita Turkin / Casey Bandman / Stuart Jempson

 +44 (0) 20 7623 2323

 J.P. Morgan (Sole Sponsor)

 Amit Nayyar / Virginie de Grivel Nigam / Alia Malik / James Summer

 +44 (0) 20 7742 4000
 Financial Adviser

 STJ Advisors

 Marcus Le Grice / Anthony Bor

 +44 (0) 20 7659 1125
 Joint Bookrunners

 Canaccord Genuity / QUEST

 Emma Gabriel / Sam Lucas

 +44 (0) 20 7523 8000

 Liberum

 Chris Clarke / Edward Mansfield

 +44 (0) 20 3100 2000

 Peel Hunt

 Paul Gillam / Sohail Akbar

 +44 (0) 20 7418 8900
 Intermediaries Offer Co-ordinator

 Peel Hunt / REX Retail

 Info@rexretail.com (mailto:Info@rexretail.com)

 +44 (0) 20 7418 8900

 

Important Legal Information

The contents of this announcement, which has been prepared by and is the sole
responsibility of the Company, has been approved by J.P Morgan Securities plc
(which conducts its UK investment banking activities as J.P. Morgan Cazenove)
solely for the purposes of section 21(2)(b) of the Financial Services and
Markets Act 2000 (as amended).

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed by any
person for any purpose on the information contained in this announcement or
its accuracy, fairness or completeness.

This announcement is only addressed to and directed at specific addressees
who: (A) if in member states of the European Economic Area (the "EEA"), are
persons who are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in
the United Kingdom, are "qualified investors" within the meaning of Article
2(e) of Regulation (EU) 2017/1129 (as amended) as it forms part of domestic
law in the United Kingdom by virtue of the European Union (Withdrawal) Act
2018 who are: (i) persons having professional experience in matters relating
to investments who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth
entities falling within Article 49(2)(a) to (d) of the Order; or (C) are other
persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act
2000 (as amended)) in connection with the sale of any securities of the
Company or any member of its group (the "Group") may otherwise lawfully be
communicated or caused to be communicated; or (D) intermediaries using the
Peel Hunt REX portal for distribution to retail investors in the United
Kingdom (all such persons referred to in (B), (C) and (D) together being
"Relevant Persons"). This announcement must not be acted on or relied on (i)
in the United Kingdom, by persons who are not Relevant Persons and (ii) in any
member state of the EEA by persons who are not Qualified Investors. Any
investment activity to which this announcement relates (i) in the United
Kingdom is available only to, and may be engaged in only with, Relevant
Persons; and (ii) in any member state of the EEA is available only to, and may
be engaged only with, Qualified Investors.

This announcement is not for release, publication or distribution in whole or
part, directly or indirectly, in or into the United States of America,
Australia, Canada, Japan or South Africa or in any other jurisdiction where
such distribution would be unlawful. This announcement does not constitute a
prospectus or form part of any offer to sell, or any invitation or
solicitation of an offer to buy, Ordinary Shares to any person in any
jurisdiction to whom or in which such offer or solicitation is unlawful,
including the United States (including its territories or possessions or any
State of the United States and the District of Columbia (the "United
States")), Australia, Canada, South Africa or Japan. The Ordinary Shares
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any state or other jurisdiction of the
United States. The securities may not be offered or sold in the United States,
except to qualified institutional buyers ("QIBs") as defined in, and in
reliance on, Rule 144A under the Securities Act ("Rule 144A") or pursuant to
another applicable exemption from or in a transaction not subject to the
registration requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. No public offering of Ordinary Shares is being made in the United
States. No prospectus has been or will be filed with any securities commission
or similar regulatory authority in Canada in connection with the Ordinary
Shares. The Ordinary Shares may not be offered or sold in Canada, except to
accredited investors (as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions or section 73.3(1) of the Securities
Act (Ontario)) that are permitted clients (as such term is defined in section
1.1 of National Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Registrant Obligations) or pursuant to another applicable exemption
from the prospectus requirement under, and otherwise in compliance with, any
applicable securities laws of any province or territory of Canada. No public
offering of Ordinary Shares is being made in Canada.

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements" including its 2023 and mid-term financial targets
and objectives relating to the business, financial performance, results of
operations, financial condition, liquidity, prospects, growth and strategies
and results of the Group and industry in which the Group operates. These
forward-looking statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans", "projects",
"targets, "anticipates", "expects", "intends", "may", "will", "forecast" or
"should" or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future
events or intentions. Forward-looking statements may and often do differ
materially from actual results. No representation is made that any of these
statements or forecasts will come to pass or that any forecast results will be
achieved. Any forward-looking statements reflect the Group's current view with
respect to future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the Group's
business, results of operations, financial position, liquidity, prospects,
growth and strategies. Forward-looking statements speak only as of the date
they are made. In light of these risks, uncertainties and assumptions, the
events in the forward-looking statements may not occur or the Company's or the
Group's actual results, performance or achievements might be materially
different from the expected results, performance or achievements expressed or
implied by such forward-looking statements.

Barclays Bank PLC ("Barclays") and J.P Morgan Securities plc ("J.P. Morgan")
(which conducts its UK investment banking activities as J.P. Morgan Cazenove),
Canaccord Genuity Limited ("Canaccord Genuity"), Liberum Capital Limited
("Liberum") and Peel Hunt LLP ("Peel Hunt") (together, the "Banks"), STJ
Advisors Group Limited (the "Financial Adviser"), the Company or any member of
the Group, or any of such person's affiliates or their respective directors,
officers, employees, agents or advisers expressly disclaim any obligation or
undertaking to update, review or revise any such forward-looking statement or
any other information contained in this announcement, whether as a result of
new information, future developments or otherwise, except to the extent
required by applicable law. You are therefore cautioned not to place any undue
reliance on such forward-looking statements. In addition, even if the results
of operations, financial condition and liquidity of the Group, and the
development of the industry in which the Group operates, are consistent with
the forward-looking statements set out in this announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. No statement in this announcement is intended to be a profit
forecast.

Any purchase of Ordinary Shares in the Offer should be made solely on the
basis of information contained in the Prospectus issued by the Company in
connection with the Offer. The information in this announcement is subject to
change. Before purchasing any Ordinary Shares, persons viewing this
announcement should ensure that they fully understand and accept the risks set
out in the Prospectus. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or completeness.
This announcement does not constitute, or form part of, any offer or
invitation to sell, or any solicitation of any offer to acquire any Ordinary
Shares or any other securities, nor shall it (or any part of it), or the fact
of its distribution, form the basis of, or be relied on in connection with, or
act as any inducement to enter into, any contract or commitment whatsoever.

The date of Admission may be influenced by a variety of factors which include
market conditions. There is no guarantee that Admission will occur. Potential
investors should not base their financial decision on this announcement.
Acquiring investments to which this announcement relates may expose an
investor to a significant risk of losing all of the amount invested. Persons
considering making investments should consult an authorised person
specialising in advising on such investments. This announcement does not
constitute a recommendation concerning the Offer. The value of the Ordinary
Shares can decrease as well as increase. Potential investors should consult a
professional advisor as to the suitability of the Offer for the person
concerned.

Nothing contained herein constitutes or should be construed as (i) investment,
tax, financial, accounting or legal advice; (ii) a representation that any
investment or strategy is suitable or appropriate to your individual
circumstances; or (iii) a personal recommendation to you. None of the Banks
nor any of their respective affiliates and/or any of their or their
affiliates' directors, officers, employees, advisers and/or agents accepts any
responsibility or liability whatsoever for, or makes any representation or
warranty, express or implied, as to, the truth, accuracy or completeness of
the information in this announcement (or whether any information has been
omitted from the announcement) and/or any other information relating to the
Group  and/or its associated companies, whether written, oral or in a visual
or electronic form, and howsoever transmitted or made available, or for any
loss howsoever arising from any use of the announcement or its contents or
otherwise arising in connection therewith.

In connection with the Offer, the Banks and any of their respective
affiliates, may take up a portion of the Ordinary Shares as a principal
position and in that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such Ordinary Shares and other
securities of the Company or related investments in connection with the Offer
or otherwise. Accordingly, references in the Prospectus to the Ordinary Shares
being offered, acquired, placed or otherwise dealt in should be read as
including any offer to, or acquisition, placing or dealing by the Banks and
any of their respective affiliates acting in such capacity. In addition, the
Banks and any of their respective affiliates may enter into financing
arrangements (including swaps or contracts for differences) with investors in
connection with which they may from time to time acquire, hold or dispose of
Ordinary Shares. None of the Banks nor any of their respective affiliates
intend to disclose the extent of any such investment or transactions otherwise
than in accordance with any legal or regulatory obligations to do so.

In connection with the Offer, Barclays Capital Securities Limited ("BCSL"), as
stabilisation manager, or any of its agents, may (but will be under no
obligation to), to the extent permitted by applicable law, over-allot Ordinary
Shares or effect other transactions with a view to supporting the market price
of the Ordinary Shares at a level higher than that which might otherwise
prevail in the open market. BCSL is not required to enter into such
transactions and such transactions may be effected on any stock market,
over-the-counter market, stock exchange or otherwise and may be undertaken at
any time during the period commencing on the date of commencement of
conditional dealings of the Ordinary Shares on the London Stock Exchange and
ending no later than 30 calendar days thereafter. However, there will be no
obligation on BCSL or any of its agents to effect stabilising transactions and
there is no assurance that stabilising transactions will be undertaken. Such
stabilising measures, if commenced, may be discontinued at any time without
prior notice. In no event will measures be taken to stabilise the market price
of the Ordinary Shares above the Offer Price. Save as required by law or
regulation, neither BCSL nor any of its agents intends to disclose the extent
of any over-allotments made and/or stabilisation transactions conducted in
relation to the Offer.

In connection with the Offer, BCSL, as stabilisation manager, may, for
stabilisation purposes, over-allot Ordinary Shares up to a maximum of 15% of
the total number of Ordinary Shares comprised in the Offer. For the purposes
of allowing it to cover short positions resulting from any such
over-allotments and/or from sales of Ordinary Shares effected by it during the
stabilisation period, BCSL will enter into over-allotment arrangements with
Merlin Midco Limited pursuant to which BCSL may purchase or procure purchasers
for additional Ordinary Shares up to a maximum of 15% of the total number of
Ordinary Shares comprised in the Offer (the "Over-Allotment Shares") at the
Offer Price. The over-allotment arrangements will be exercisable in whole or
in part, upon notice by BCSL, at any time on or before the 30th calendar day
after the commencement of conditional trading of the Shares on the London
Stock Exchange. Any Over-Allotment Shares made available pursuant to the
over-allotment arrangements, including for all dividends and other
distributions declared, made or paid on the Ordinary Shares, will be purchased
on the same terms and conditions as the Ordinary Shares being issued or sold
in the Offer and will form a single class for all purposes with the other
Ordinary Shares.

For the avoidance of doubt, the contents of the Company's website, including
the websites of the Company's business units, are not incorporated by
reference into, and do not form part of, this announcement.

Each of Barclays and J.P. Morgan is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom. Each of Canaccord Genuity, Liberum
Capital and Peel Hunt is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. The Financial Adviser is regulated by the
Financial Conduct Authority. Each of the Banks and the Financial Adviser is
acting exclusively for the Company and certain selling shareholders and no one
else in connection with the Offer. The Banks and the Financial Adviser will
not regard any other person as their client in relation to the Offer and will
not be responsible to anyone other than the Company and certain selling
shareholders for providing the protections afforded to their respective
clients nor for giving advice in relation to the Offer, the contents of this
announcement or any transaction, arrangement or other matter referred to
herein.

In connection with the withdrawal of the UK from the European Union, the Banks
may, at their discretion, undertake their obligations in connection with the
Offer by any of their affiliates based in the EEA.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Ordinary Shares have been subject to a product
approval process, which has determined that the Ordinary Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each
defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all permitted distribution channels
(the "UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, "distributors" (for the purposes of the UK Product Governance
Requirements) should note that: the price of the Ordinary Shares may decline
and investors could lose all or part of their investment; the Ordinary Shares
offer no guaranteed income and no capital protection; and an investment in the
Ordinary Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The UK Target Market Assessment
is without prejudice to any contractual, legal or regulatory selling
restrictions in relation to the Offer. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, the Banks will only procure
investors who meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the UK Target Market Assessment
does not constitute: (a) an assessment of suitability or appropriateness for
the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Ordinary Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Ordinary Shares
and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Ordinary Shares
have been subject to a product approval process, which has determined that the
Ordinary Shares are: (i) compatible with an end target market of retail
clients and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their investment; the
Ordinary Shares offer no guaranteed income and no capital protection; and an
investment in the Ordinary Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The EU
Target Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Offer. Furthermore, it is
noted that, notwithstanding the EU Target Market Assessment, the Banks will
only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the EU Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Ordinary Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Ordinary Shares and determining appropriate distribution channels.

 

 1  The holding company that owns Crown Agents Bank

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