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Further Response To Possible Offer Announcement

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CAB Payments Holdings PLC has rejected an unsolicited, non-binding possible offer from StoneX Group Inc. of 95 pence per share in cash, concluding that the proposal significantly undervalues the company and its future prospects. The Independent Board cited the company's improved financial and operational performance in FY25, its medium-term financial guidance, and its strategic value derived from client relationships, emerging market network, and regulated platform as reasons for the rejection. Shareholders are advised to take no action at this time, and there is no certainty that StoneX will make a firm offer.

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THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE 'CODE') AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE, AND, SAVE AS SET OUT IN THE STONEX ANNOUNCEMENT (AS DEFINED BELOW), NO CERTAINTY AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE

CAB PAYMENTS HOLDINGS PLC

('CAB PAYMENTS' OR THE 'COMPANY' OR THE 'GROUP')

FURTHER RESPONSE TO POSSIBLE OFFER ANNOUNCEMENT BY STONEX ON 16 MARCH 2026 (THE 'STONEX ANNOUNCEMENT')

As previously announced, the Company, on 15 March 2026, received an unsolicited non-binding proposal from StoneX Group Inc ('StoneX') relating to a possible offer for the entire issued and to be issued share capital of CAB Payments at a price of 95 pence per share in cash (the 'StoneX Possible Offer'). The StoneX Possible Offer is subject to the satisfaction or waiver of a number of pre-conditions as set out in the StoneX Announcement.

The Independent Board[1] together with its advisers, has carefully evaluated the StoneX Possible Offer and concluded unanimously that it significantly undervalues CAB Payments and its future prospects. Accordingly, the Independent Board has communicated to StoneX that it has rejected the StoneX Possible Offer.

In evaluating the StoneX Possible Offer, the Independent Board has taken into account, among other things, the significant improvement in the Company's financial and operational performance in FY25 as well as the medium-term financial guidance provided to the market in the Company's 2025 results. The Independent Board has also engaged with the Company's larger shareholders in relation to the StoneX Possible Offer. The Independent Board recognises the strategic value of the Company's relationship-led approach which is winning and retaining clients, together with its differentiated emerging market network and regulated platform, further supporting the Independent Board's view of the value of CAB Payments and its confidence in delivering attractive total returns for shareholders.

There can be no certainty that any offer will be made by StoneX, and, save as set out in the StoneX Announcement, no certainty as to the terms on which any offer might be made.

CAB Payments shareholders are advised to take no action at this time.

This announcement has been made without the consent of StoneX.

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

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