REG - CAB Payments Hldgs - Confirmation of Intention to Float

Canaccord GenuityAnnouncement

15/06/2023 08:15

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RNS Number : 7692C  CAB Payments Holdings Limited  15 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, nor anything
contained in the registration document published by the Company (as defined
herein) on 8 June 2023 (the "Registration Document") 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 or the Registration Document except solely on the basis of the
information contained in a prospectus in its final form (together with any
supplementary prospectus, if relevant, the "Prospectus"), including the risk
factors set out therein, that may 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 a possible offer of ordinary shares in the
Company (the "Ordinary Shares") and the possible 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. A copy of any Prospectus
published by the Company will, if 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.

15 June 2023

CAB Payments Holdings Limited 1 

Confirmation of Intention to Float on the London Stock Exchange

 

Following the announcement by the Company on 8 June 2023 regarding its
expected intention to float, the Company today confirms its intention to
proceed with an initial public offering (the "IPO" or the "Offer") and
confirms certain details of the Offer. The Company intends to apply for
admission of its Ordinary Shares to the premium listing segment of the
Official List of the Financial Conduct Authority ("FCA") and to trading on the
main market for listed securities of London Stock Exchange plc (the "LSE")
(together, "Admission").

The final offer price in respect of the Offer (the "Offer Price") will be
determined following a book-building process, with Admission currently
expected to occur in July 2023.

Ann Cairns, Chair of CAB Payments, said:

"Following significant interest in CAB Payments, the Board is delighted to
confirm the management team's intention to float on the London Stock Exchange
via a premium listing. Bringing CAB Payments to the public market underscores
our confidence in the business and its value generation potential, as well as
our confidence in the UK as the home for innovative and growing global
businesses, and cements CAB Payments as a preferred payments and forex partner
for blue-chip companies transacting in emerging markets. We have been pleased
with the investor engagement so far and look forward to further discussing our
value proposition with investors, based on our strong track record of
profitable and cash generative growth that was built on the foundation of a
well-invested technology platform, a compliance-first culture and robust
governance frameworks, and a business model that delivers real economic
development benefits to emerging markets."

Confirmation of Offer details:

·    The intention is for the Company's Ordinary Shares to be admitted to
the premium listing segment of the Official List of the FCA and to trading on
the main market for listed securities of the LSE.

·    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 certain other existing
shareholders. There will be no primary element to the Offer.

·    It is expected that Ordinary Shares representing up to a further 15
per cent of the Offer would be made available pursuant to an over-allotment
option.

·    The Company is expected to agree that, subject to certain exceptions,
during the period of 180 days from the date of Admission, it will not, without
the prior written consent of the Joint Global Co-ordinators, issue, offer,
sell or contract to sell, or otherwise dispose of, directly or indirectly, or
announce an offer of any Ordinary Shares (or any interest therein or in
respect thereof) or enter into any transaction with the same economic effect
as any of the foregoing.

·    The Offer would 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 is also expected to include an intermediaries offer in the
United Kingdom, under which the Ordinary Shares would be offered to
intermediaries that will facilitate the participation of certain retail
investors in the United Kingdom through the REX platform.

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

·    In the future, the Company expects that it would 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 Bookrunner in the event the Offer proceeds. STJ
Advisors Group Limited ("STJ") is acting as Financial Adviser to the Company.

 

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 possible Offer should be made solely on
the basis of information contained in the Prospectus which may be issued by
the Company in connection with the possible 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 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. Neither this announcement, nor
anything contained in the Registration Document, shall 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 Company may decide not to go ahead with the possible Offer and there is
therefore no guarantee that a Prospectus will be published, the possible Offer
will be made or 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. Neither this announcement, nor the Registration Document,
constitutes a recommendation concerning a possible offer of securities. The
value of shares can decrease as well as increase. Potential investors should
consult a professional advisor as to the suitability of a possible 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 possible 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
potential Offer or otherwise. Accordingly, references in the Prospectus, once
published, 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 possible 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 LSE 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 possible Offer.

In connection with the possible 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 possible 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 possible 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 Ordinary
Shares on the LSE. 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 possible Offer and will form a single class for all purposes with the
other Ordinary Shares.

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 possible 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 possible 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.

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 will
be acting exclusively for the Company and certain selling shareholders and no
one else in connection with the possible IPO. The Banks and the Financial
Adviser will not regard any other person as their client in relation to the
possible IPO 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 possible IPO, 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
possible IPO by any of their affiliates based in the EEA.

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.

 1  The holding company that owns Crown Agents Bank

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