Helios Fairfax Partners Corporation Provides Update with Respect to Offer for CAB Payments Holdings plc

Executive Summary

• Helios Fairfax Partners Corp. (TSX: HFPC.U) announced a cash offer to acquire all outstanding shares of CAB Payments Holdings plc, valued at approximately USD 297 million on a fully‑diluted basis.
• The offer provides USD 1.15 per CAB Payments share in cash, with an alternative option for shareholders to receive one unlisted non‑voting ordinary share in the bid‑co vehicle per CAB share.
• Helios Fairfax will fund up to USD 75 million of the transaction through a bridge facility with FirstRand Bank Ltd (RMB), which will draw on its existing senior secured revolving credit facility.

Key Details

• Offer Structure: Cash offer of USD 1.15 per share; optional receipt of 1 unlisted non‑voting ordinary share in the special purpose vehicle (bidco) for each CAB Payments share.
• Valuation: Full‑diluted equity value of CAB Payments ≈ USD 297 million.
• Equity Investment Cap: Helios Fairfax’s maximum cash contribution is USD 75 million (“HFP Equity Investment”).
• Financing Arrangement: Bridge Facility agreement with FirstRand Bank Ltd (RMB) to fund the HFP Equity Investment; amounts drawn under this bridge automatically become draws on Helios Fairfax’s senior secured revolving credit facility (originally dated March 3, 2022, amended Feb 20, 2026).
• Consortium Composition: Helios Consortium includes Helios Investors V, L.P., Helios Investors V (Mauritius) L.P., Helios Fund III, and Helios Fairfax. Helios Fund III already controls ~45.11% of CAB Payments (114,640,189 shares).
• Pre‑conditions: Acquisition subject to satisfaction or waiver of specified pre‑conditions; detailed terms available via Rule 2.7 Announcement on the London Stock Exchange.
• Shareholder Exclusions: Shares already owned/controlled by Helios Fund III are excluded from the cash offer.

Notable Quotes

(No direct quotes were provided in the release.)