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Statement re CAB Payments Holdings plc

In brief · summary, not quotable

StoneX Group Inc. has made an approach to CAB Payments Holdings plc regarding a potential acquisition of its entire share capital, submitting an all-cash proposal of 95 pence per share. This offer represents a 32% premium to CAB Payments' undisturbed closing share price of 72 pence as of January 30, 2026, and an 11% premium to the Helios Consortium's firm offer of 85 pence per share announced on March 2, 2026. StoneX believes this combination would create a leading global specialist in Emerging Markets payments, with the finalization of a recommended transaction subject to satisfactory due diligence and unanimous board recommendation from CAB Payments.

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StoneX announces that it has made an approach to the Board of CAB Payments in relation to a potential acquisition of the entire issued and to be issued share capital of CAB Payments.

After careful consideration, StoneX submitted an all cash proposal to the Board of CAB Payments at a price of 95 pence per share (the "Proposal"), which represents:

§ a 32% premium to the undisturbed closing share price of 72 pence as of 30th January 2026 (being the last business day before the Helios Consortium's possible offer announcement); and

§ a 11% premium to the Helios Consortium's firm offer of 85 pence (1) ($1.15) per share as announced on 2nd March 2026.

StoneX believes that its Proposal would provide a compelling opportunity for CAB Payments' shareholders to monetise their holdings in CAB Payments for cash at an attractive valuation which is also at a significant premium to its recent and undisturbed share price and the Helios Consortium's firm offer.

StoneX sees a high degree of complementarity between CAB Payments and StoneX's Payments business, with the potential combination of both creating a leading, global specialist in Emerging Markets payments. StoneX is therefore confident that it is the best long-term owner and custodian of CAB Payments, with the potential combination unlocking incremental opportunities for key stakeholders.

StoneX looks forward to engaging constructively with the Board of CAB Payments and the Helios Consortium to finalise the terms of a recommended transaction to be put forward to CAB Payments' shareholders.

Other Matters

The release by StoneX of an announcement of a firm intention to make an offer for CAB Payments under Rule 2.7 of the Code is subject to the satisfaction or waiver of a number of pre-conditions, including:

§ Satisfactory completion of StoneX's customary due diligence;

§ the unanimous and unconditional recommendation of our Proposal by the Board of CAB Payments to its shareholders; and

§ Receipt of hard irrevocable undertakings from each CAB Payments director, the Helios Consortium and Eurocomm Holding Limited, committing to support our Proposal

StoneX reserves the right to waive, in its absolute discretion, in whole or in part, any such pre-conditions.

This announcement does not constitute an announcement of a firm intention to make an offer under the Code. There can be no certainty that any offer for CAB Payments will be made even if the pre-conditions referred to above, or any other pre- conditions, are satisfied or waived.

Pursuant to Rule 2.5(a)(i) of the Code, StoneX reserves the right to vary the form of consideration as set out above and / or introduce other forms of consideration in substitution for all or part of the cash consideration. StoneX also reserves the right to make the offer on less favourable terms than those described in the Proposal:

§ with the recommendation or consent of the Board of CAB Payments;

§ following the announcement by CAB Payments of a Rule 9 waiver proposal or a reverse takeover (as defined in the Code); or

§ if a third party, excluding the Helios Consortium, announces a firm intention to make an offer for CAB Payments on less favourable terms than our Proposal.

Separately, if CAB Payments announces, declares, makes or pays any dividend or any other distribution or return of value to shareholders after the date of this announcement, StoneX reserves the right to make an equivalent adjustment to the terms of its Proposal.

A further announcement will be made if and when appropriate.

StoneX Group Inc., through its subsidiaries, operates a global financial services network that connects companies, organizations, traders, and investors to the global market ecosystem through a unique blend of digital platforms, end-to-end clearing and execution services, high touch service and deep expertise. StoneX strives to be the one trusted partner to its clients, providing its network, product, and services to allow them to pursue trading opportunities, manage their market risks, make investments, and improve their business performance. A Fortune-500 company headquartered in New York City and listed on the Nasdaq Global Select Market (NASDAQ:SNEX), StoneX Group Inc. and its approximately 5,400 employees serve more than 80,000 commercial, institutional, and global payments clients, and more than 400,000 retail accounts, from more than 80 offices spread across five continents.

Notice to US CAB Payments shareholders

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, StoneX or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, CAB Payments shares outside the United States, other than pursuant to an offer, before or during the period in which such offer, if made, remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.

  • Based on a USD / GBP exchange rate of 0.7412 as of 27th February 2026 (the exchange rate listed in CAB Payments' announcement on 2nd March 2026)

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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