NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE EVEN IF ANY PRE-CONDITIONS ARE SATISFIED OR WAIVEDUS$1.15 in cash per CAB Payments Holdings plc sharePartial unlisted share alternative TORONTO, Feb. 02, 2026 (GLOBE NEWSWIRE) -- The Helios Consortium (as defined below) announces that it is seeking the recommendation for an increased possible offer it made on 29 January 2026 to the board of CAB Payments Holdings plc ("CAB Payments") to acquire the entire issued and to be issued ordinary share capital of CAB Payments excluding those shares already held by Helios Fund III (as defined below) (the "Increased Possible Offer").The Helios Consortium holds, controls or has received a letter of support for the Increased Possible Offer in respect of 127,905,170 CAB Payments shares, representing 50.33 per cent. of the issued share capital of CAB Payments (further details of the Helios Fund III shareholding and the letter of support are set out below).Under the terms of the Increased Possible Offer, CAB Payments' shareholders would be entitled to receive US$1.15 in cash per existing CAB Payments share (the "Cash Offer").Should a firm offer be made, the Helios Consortium would also make available a partial unlisted share alternative (the "Unlisted Share Alternative").The Increased Possible Offer price represents a:21% premium to the volume weighted average share price for the thirty-day trading period ended 30 January 2026;37% premium to the volume weighted average share price for the ninety-day trading period ended 30 January 2026; andvalue of US$292 million and £213 million (XLON:GBP) for the entire issued and to be issued share capital of CAB Payments.The Increased Possible Offer has been structured to provide CAB Payments' shareholders with a full cash exit and to enable those shareholders who wish to remain invested to participate in the future of the Company through the Unlisted Share Alternative.On 24 January 2026, a previous possible offer made by the Helios Consortium to the Board of CAB Payments of US$1.05 in cash per existing CAB Payments share was rejected by an independent committee of the Board of CAB Payments.The Helios Consortium believes after CAB Payments' challenging period as a listed company, including a profit downgrade, executive leadership change and a withdrawn possible offer from StoneX Group Inc., the long-term success of the business will be better supported under the Helios Consortium's private ownership.AdviserRothschild & Co is acting as financial adviser to the Helios Consortium.Helios Fund III holding and shareholder support Helios Fund III holds 114,640,189 ordinary shares of £0.000333 each in the share capital of CAB Payments, representing approximately 45.11 per cent. of the existing issued ordinary share capital of CAB Payments as at close of business on 30 January 2026 (being the latest practicable date prior to the date of this announcement).In accordance with Rule 2.10(a) of the Code, the Helios Consortium announces that it has procured a non-binding letter of intent from Eurocomm Holding Limited ("Eurocomm") confirming it would be supportive, in principle, for an offer which: is at a price per CAB Payments share of no less than US$1.05; includes an Unlisted Share Alternative; and is effected by means of a scheme of arrangement. Eurocomm indirectly holds the relevant authority to control the exercise of all rights (including voting rights) attaching to 13,264,981 ordinary shares of £0.000333 each in the share capital of CAB Payments, representing approximately 5.22 per cent. of the existing issued ordinary share capital of ...Full story available on Benzinga.com
