Response To Firm Offer Announcement
CAB Payments Holdings PLC's Independent Board has responded to the Helios Consortium's firm offer to acquire the company's shares at USD 1.15 (GBP 0.8524) per share, noting this represents an 18% premium over the undisturbed share price of GBP 0.72 on January 30th. The Independent Board believes the offer is opportunistic and undervalues the company, especially in light of its reported significant improvement in trading performance and confidence in its long-term strategy. Shareholders are advised to take no action regarding the offer at this time, with the company planning to provide an update on its full-year 2025 results and strategic outlook on March 5th.
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The Board of CAB Payments excluding Henry Obi and Nitin Kaul (the 'Independent Board'), notes the announcement by the Helios Consortium today of its firm intention to make an offer for the entire issued and to be issued share capital of CAB Payments (excluding the shares already owned or controlled by Helios Fund III) at the previously announced price of USD 1.15 (GBP 0.8524[1]) per CAB Payments share in cash, together with an unlisted, illiquid, non-voting share alternative, (the 'Offer').
The Offer represents a premium of only 18% based on the closing undisturbed share price of GBP 0.72 on 30 January, the last business day before a possible offer for CAB Payments was announced.
Further to the trading update on 15 January, where the Company reported a significant improvement in trading performance, the Independent Board looks forward to providing an update on its full-year results for 2025 and its strategic outlook, on 5 March. The Independent Board remains confident in the Company's strategy and its ability to deliver long-term value.
As separately disclosed by the Helios Consortium in its Rule 2.7 announcement, the share alternative is illiquid, will not be admitted to trading on any stock exchange, is subject to significant transfer restrictions (including a three‑year lock‑up), and carries no voting rights other than in limited circumstances. The rollover shares will be of uncertain value and there can be no assurance that they will be capable of being sold in the future.
Since the Helios Consortium first announced on 2 February that it was considering making an offer on these terms, the Independent Board has had direct dialogue with Helios and has continued to engage extensively with a significant number of the Company's larger shareholders. Following this engagement, and as set out in the Independent Board's announcement on 2 February and further reiterated in the announcement on 13 February, the Independent Board believes that the Offer is highly opportunistic and fundamentally undervalues CAB Payments and its future prospects.
Shareholders are strongly advised to take no action in relation to the Offer at this time.
The 'Helios Consortium' comprises Helios Investors V, L.P., Helios Investors V (Mauritius) L.P. and Helios Fairfax Partners Corporation, with the support of Helios Investors III, L.P. and Helios Investors III (A), L.P. ('Helios Fund III').
Allen Overy Shearman Sterling LLP is acting as legal adviser to CAB Payments in relation to the Offer.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.