REG - CAB Payments Hldgs - Announcement of the Offer Price

Canaccord GenuityAnnouncement

27/06/2023 08:15

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RNS Number : 0257E  CAB Payments Holdings Limited  27 June 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 to be published by CAB Payments Holdings Limited
(the "Company"), to be re-registered as a public limited company with the name
CAB Payments Holdings plc prior to Admission (as defined below), in due course
in connection with the proposed offer of ordinary shares in the Company (the
"Shares") and the proposed admission to listing of such 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
any Prospectus published by the Company will, when published, be 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.

27 June 2023

CAB Payments Holdings Limited1

Announcement of the Offer Price

 

Following the announcement by CAB Payments Holdings Limited on 15 June 2023 of
its intention to proceed with an initial public offer (the "IPO" or the
"Offer"), CAB Payments today announces the offer price for the IPO as well as
the commencement of the Offer once an approved prospectus (the "Prospectus")
has been published containing full details of the Offer, which is expected to
take place later today.

Bhairav Trivedi, CEO of CAB Payments, said: "I'm delighted to announce to the
market a compelling offer price. CAB Payments has a differentiated business
model with an attractive economic profile marked by profitability, cash
generation and strong margins, and it benefits from structural growth drivers.
We have been pleased with the investor engagement so far and are excited to
continue to meet the institutional and retail investment community over the
next week."

 

1 The holding company that owns Crown Agents Bank

 

Confirmation of Offer details:

·      The price for the Offer has been set at £3.35 per Share (the
"Offer Price"), implying a market capitalisation on Admission of approximately
£851.4 million at the Offer Price.

 

·      At Admission, the issued share capital of the Company is expected
to comprise 254,143,218 Shares. The maximum number of Shares comprised in the
Offer represents up to 99,447,347 Shares (the "Offer Shares") (assuming no
exercise of the Over-allotment Option (as defined below)). The final number of
Shares will be determined by way of a book build and may represent a lower
number than the maximum Offer size.

 

·      At Admission, the free float of the Company is expected to be a
minimum of approximately 40% including the exercise of Over-allotment Option.

 

·      The Offer will comprise a secondary sell-down of existing
ordinary shares by Merlin Midco Limited (a wholly owned subsidiary of Helios
Investors III, L.P. and Helios Investors III (A), L.P. and the "Principal
Selling Shareholder") and certain other existing shareholders. There will be
no primary element to the Offer.

 

·      Shares representing up to a further 15% of the Offer Shares will
be made available pursuant to an over-allotment option (the "Over-allotment
Option").

 

·      The Company and certain selling shareholders (including the
Principal Selling Shareholder) have agreed to a 180 days lock-up from the date
of Admission and the directors and certain employees of the Company have
agreed to a 365 days lock-up from the date of Admission, in each case subject
to certain exceptions.

 

·      The Offer will be a targeted offering to institutional investors
outside the United States pursuant to Regulation S and to QIBs (defined below)
in the United States pursuant to Rule 144A under the United States Securities
Act of 1933 (the "Securities Act") or another exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act.

 

·      The Offer will include an intermediaries offer in the United
Kingdom, under which the Shares will be offered to intermediaries that will
facilitate the participation of certain retail investors in the United Kingdom
through the REX platform (the "Intermediaries Offer"). Retail investors can
find further information about the Intermediaries Offer, including the
Prospectus once published, and a list of the firms acting as intermediaries
for the Intermediaries Offer at http://www.cabpayments.com
(http://www.cabpayments.com) (subject to applicable securities laws). The
minimum individual application size in the Intermediaries Offer will be
£1,000. The Intermediaries Offer is expected to open following publication of
the Prospectus and the latest time and date for the receipt of applications by
intermediaries is 12.00pm on 5 July 2023.

 

·      The final Offer size is expected to be announced on or around 6
July 2023, with conditional dealings in the Shares expected to commence on the
London Stock Exchange on the same day.

 

·      Any additional details in relation to the Offer will be disclosed
in the Prospectus.

 

·      In the future, the Company expects that it will be eligible for
inclusion in the FTSE UK indices.

 

·      The Company has engaged Barclays Bank PLC, acting through its
Investment Bank ("Barclays") as Joint Global Co-ordinator and Joint
Bookrunner, J.P. Morgan Securities plc, which conducts its UK investment
banking activities as J.P. Morgan Cazenove ("J.P. Morgan") as Sole Sponsor,
Joint Global Co-ordinator and Joint Bookrunner, and Canaccord Genuity Limited
("Canaccord Genuity"), Liberum Capital Limited ("Liberum") and Peel Hunt LLP
("Peel Hunt") to act as Joint Bookrunners for the Offer. STJ Advisors Group
Limited ("STJ") is acting as Financial Adviser to the Company.

 

Enquiries:

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

 +44 (0) 7768 216 607

 edward.bridges@fticonsulting.com (mailto:edward.bridges@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, 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 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 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  Shares. The 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 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 Shares in the Offer should be made solely on the basis of
information contained in the Prospectus which is expected to be issued by the
Company in connection with the Offer. The information in this announcement is
subject to change. Before purchasing any Shares, persons viewing this
announcement should ensure that they fully understand and accept the risks
which will be set out in the Prospectus, if published. 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 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 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 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 Shares and other securities of the Company or
related investments in connection with the potential Offer or otherwise.
Accordingly, references in the Prospectus, once published, to the 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 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 Shares
or effect other transactions with a view to supporting the market price of the
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
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 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 Shares up to a maximum of 15% of the total
number of 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 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 Shares up to a
maximum of 15% of the total number of 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 Shares, will
be purchased on the same terms and conditions as the Shares being issued or
sold in the Offer and will form a single class for all purposes with the other
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 Shares have been subject to a product approval
process, which has determined that the 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 Shares may decline and investors could lose
all or part of their investment; the Shares offer no guaranteed income and no
capital protection; and an investment in the 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 Shares. Each
distributor is responsible for undertaking its own target market assessment in
respect of the 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 Shares have been
subject to a product approval process, which has determined that the 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 Shares may decline and investors could lose
all or part of their investment; the Shares offer no guaranteed income and no
capital protection; and an investment in the 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 Shares. Each
distributor is responsible for undertaking its own target market assessment in
respect of the Shares and determining appropriate distribution channels.

 

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