REG - CAB Payments Hldgs - Publication of a Prospectus

Canaccord GenuityAnnouncement

27/06/2023 13:45

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RNS Number : 0808E  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
the prospectus (the "Prospectus") 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), today 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").

27 June 2023

CAB Payments Holdings Limited 1 

Publication of Prospectus

 

Further to the earlier announcement relating to the offer price for its
initial public offering (the "Offer"), CAB Payments Holdings Limited (the
"Company") confirms that the Prospectus has received approval from the UK
Financial Conduct Authority and has now been published on the Company's
website at http://www.cabpayments.com (http://www.cabpayments.com) , subject
to certain access restrictions.

Following approval of the Prospectus, a copy has been submitted to the
National Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Copies of the Prospectus are also available from the offices of Allen &
Overy LLP, One Bishops Square, London E1 6AD, United Kingdom.

 

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 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". 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 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. 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 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.

 

 1  The holding company that owns Crown Agents Bank

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