Possible offer for CAB Payments Holdings plc

Executive Summary

• The Helios Consortium seeks shareholder support to press CAB Payments Holdings plc to reconsider an increased possible cash offer of US $1.15 per share (≈£214 m total value).
• CAB Payments’ board rejected the increased possible offer on 2 Feb 2026; the consortium now holds/support letters for 52.70 % of CAB’s issued share capital.
• The consortium must, by 2 Mar 2026, announce a firm intention to make an offer (or state it will not) under UK Takeover Code rules.

Key Details

• Increased Possible Offer: US $1.15 cash per existing CAB Payments share; total implied value US $292 m / £214 m.
• Premiums: 22 % above the 30‑day VWAP (ended 30 Jan 2026) and 38 % above the 90‑day VWAP.
• Unlisted Share Alternative: A partial unlisted share component may be offered alongside cash, subject to board recommendation.
• Shareholder Support:
• Helios Fund III holds 114,640,189 shares (≈45.11 %).
• Eurocomm Holding Ltd. supports the offer in principle for 13,264,981 shares (≈5.22 %).
• Bhairav Trivedi supports the offer in principle for 6,019,689 shares (≈2.37 %).
• Aggregate support letters cover 133,924,859 shares (≈52.70 % of issued capital).
• Previous Offer: A prior possible cash offer of US $1.05 per share was rejected on 24 Jan 2026.
• Adviser: Rothschild & Co is acting as financial adviser to the Helios Consortium.
• Regulatory Timeline: Under Rule 2.6(a) of the UK Takeover Code, the consortium must by 5:00 pm (London time) on 2 Mar 2026 either announce a firm intention to make an offer or state it will not; extensions may be sought from the Takeover Panel.
• Strategic Rationale (as stated): Helios believes CAB Payments faces strategic challenges from regulatory changes, stable‑coin competition, and slower-than‑expected execution of growth initiatives; private ownership is presented as a path to faster transformation.

Notable Quotes

“The Helios Consortium believes that after CAB Payments’ challenging period as a listed company… the long‑term success of the business will be better supported under the Helios Consortium’s private ownership.” – Helios Consortium statement

Materiality Assessment: Material – Neutral (the announcement pertains to a potential takeover that could materially affect shareholder value and corporate control, though no firm offer has yet been made).