REG - CAB Payments Hldgs - Publication of Registration Document

Canaccord GenuityAnnouncement

08/06/2023 14:45

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RNS Number : 1471C  CAB Payments Holdings Limited  08 June 2023

Publication of Registration Document

http://www.cabpayments.com

 

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 (as defined 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 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 Holding 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 (together, the
"Admission"). 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, subject to certain
access restrictions.

8 June 2023

CAB Payments Holdings Limited

Announcement of Publication of Registration Document

 

Further to its announcement earlier today relating to a potential initial
public offering (the "IPO" or the "Offer") of CAB Payments Holdings Limited,
the Company confirms that its registration document (the "Registration
Document") has been approved by the FCA and has been published.

The Registration Document is available to view on the Company's website at
http://www.cabpayments.com, subject to certain access restrictions.

A copy of the Registration Document has been submitted to the National Storage
Mechanism and will be available shortly for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Terms used but not defined in this announcement, shall have the meaning given
in the expected intention to float announcement published by the Company
earlier today.

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 / Stuart Jempson / Casey Bandman

 +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 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 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 is not an offer of
securities for sale into the United States, Australia, Canada, Japan or South
Africa. The securities 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 pursuant to an 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 the securities
referred to herein is being made in the United States.

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.

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.

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