Cash Offer update and Disclosure under Rule 2.10
Summary by AI BETAClose X
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
FOR IMMEDIATE RELEASE
13 August 2026
Helios Cash Offer for CAB Payments Holdings plc - Cash Offer update and Disclosure under Rule 2.10 of the Takeover Code ("Code")
Cash Offer update
On 2 March 2026, the Helios Consortium announced a firm intention to make a cash offer to acquire the entire issued and to be issued share capital of CAB Payments Holdings plc ("CAB Payments" or the "Company"), excluding CAB Payments shares already owned or controlled by Helios Fund III (the "Helios Offer Announcement") (the "Helios Offer"). Under the terms of the Helios Offer, Eligible CAB Payments Shareholders would be entitled to receive 1.15 US dollars in cash per existing CAB Payments share or the Partial Alternative Offer. Capitalised terms used in this announcement, unless otherwise defined herein, have the same meaning as set out in the Helios Offer Announcement.
The Helios Consortium notes the publication on 6 August 2026 by CAB Payments Holdings plc of its 2026 Interim Results, which references the declaration of an inaugural interim dividend of 2.1 pence (2.8 US cents equivalent[1]) per Company Share (the "Inaugural Interim Dividend").
Pursuant to the terms of the Helios Offer Announcement, BidCo reserved the right to reduce the consideration payable under the terms of the Acquisition by an amount up to the amount of any dividend and/or other distribution and/or other return of capital that is declared, made or paid or becomes payable in respect of the Company Shares which are the subject of the Offer on or after the date of the Helios Offer Announcement and before the Effective Date.
Accordingly, BidCo would have been entitled to reduce the Cash Offer by an amount equal to the Inaugural Interim Dividend.
Notwithstanding the foregoing, BidCo has elected not to exercise that right in respect of the Inaugural Interim Dividend.
The Cash Offer therefore remains 1.15 US dollars in cash for each Company Share notwithstanding the Inaugural Interim Dividend.
Save for the Inaugural Interim Dividend, BidCo reserves the right to reduce the consideration payable under the terms of the Acquisition by an amount up to the amount of any other dividend and/or other distribution and/or other return of capital that is declared, made or paid or becomes payable in respect of the Company Shares which are the subject of the Offer on or after the date of the Helios Offer Announcement and before the Effective Date.
The Helios Consortium continues to work towards the satisfaction of the regulatory conditions set out in the Helios Offer Announcement.
This announcement should be read in conjunction with the Helios Offer Announcement.
Letter of Intent
As set out in the Helios Offer Announcement, Bhairav Trivedi gave a letter of intent to BidCo supporting the Acquisition in respect of a total of 6,019,689 Company Shares (representing approximately 2.37 per cent. of the existing issued ordinary share capital of CAB Payments as at the close of business on 27 February 2026, being the last Business Day before the date of the Helios Offer Announcement) (the "Letter of Intent"). Following disposals notified to BidCo, the Letter of Intent now represents, in aggregate, 5,319,689 Company Shares (representing, in aggregate, approximately 2.09 per cent. of the existing issued ordinary share capital of CAB Payments as at the Latest Practicable Date). Taking this into account, the Helios Offer is supported by shareholders representing 52.42% of CAB Payments' issued share capital. Further details are set out in the Schedule to this announcement, which is made in accordance with Rule 2.10(c) of the Code.
Contacts
Rothschild & Co +44 (0) 20 7280 5000
(Financial Adviser to the Helios Consortium)
John Deans
Toby Ross
Teneo (Communications Adviser) +44 (0) 20 7353 4200
Rob Yates
Ed Cropley
Important notice related to financial adviser
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Helios Consortium and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than the Helios Consortium for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position disclosure or a dealing disclosure.
Other than in respect of any partial unlisted share alternative, for the purposes of the Code, any offer if made is likely to be in cash.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.heliosinvestment.com by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Additional Information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of CAB Payments who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of CAB Payments who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.
Schedule
Helios Fund III owns or controls in aggregate 114,640,189 Company Shares, representing approximately 45.11% of CAB Payments' issued share capital.
BidCo has received an irrevocable undertaking from Eurocomm in respect of a total of 13,264,981 Company Shares representing, in aggregate, approximately 5.22% of CAB Payments' issued share capital as at the close of business on 12 August 2026 (the "Latest Practicable Date").
Pursuant to the irrevocable undertaking, Eurocomm has agreed to (i) accept or procure acceptance of the Offer (or, if the Helios Offer is implemented by way of a Scheme, to vote in favour of a Scheme at the Court Meeting and the resolutions to be proposed at a CAB Payments General Meeting, as necessary), and (ii) elect to receive the Partial Alternative Offer, in each case in respect of its entire interest in Company Shares.
BidCo has also received a letter of intent from Bhairav Trivedi supporting the Helios Offer in respect of a total of 5,319,689 Company Shares, representing, in aggregate, approximately 2.09% of CAB Payments' issued share capital as at the close of business on the Latest Practicable Date.
As a result, BidCo and the Helios Consortium own or control, or have received an irrevocable undertaking and a letter of intent in respect of, a total of 133,224,859 Company Shares, representing approximately 52.42% of CAB Payments' issued share capital as at the close of business on the Latest Practicable Date.
Further details of the irrevocable undertaking and letter of intent (including the circumstances in which they will cease to be binding) are set out in Appendix III of the Helios Offer Announcement.
References to the issued share capital (254,143,218) and percentage they represent are based on The Takeover Panel Disclosure Table as at 12 August 2026.
[1] Based on the USD / GBP exchange rate of 0.7404 as at 12 August 2026 closing (being the last Business Day prior to this announcement) derived from Bloomberg
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