Update Statement
The Helios Consortium has announced it will not support StoneX Group Inc.'s possible offer for CAB Payments Holdings plc at 110 pence per share cash, as this proposal is subject to pre-conditions including an irrevocable undertaking from Helios. Helios remains committed to its own offer, which is progressing subject to regulatory conditions. The Helios Consortium currently owns or controls approximately 45.11% of CAB Payments' issued share capital, and with an irrevocable undertaking for 5.22% and a letter of intent for 2.17%, they collectively hold or have commitments for approximately 52.50% of the company's shares.
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The Helios Consortium notes the announcement on 16 April 2026 by CAB Payments Holdings plc ("CAB Payments") that it has received a non-binding proposal from StoneX Group Inc. ("StoneX" and the "StoneX Proposal") relating to a possible offer at a final* price of 110 pence per share in cash. The StoneX Proposal is subject to the satisfaction or waiver of a number of pre-conditions, including the receipt by StoneX of an irrevocable undertaking from the Helios Consortium.
The Helios Consortium confirms it has carefully evaluated the StoneX Proposal and concluded that it will not provide such an irrevocable undertaking or otherwise support or accept the StoneX Proposal relating to a possible offer at a final* price of 110 pence per share in cash.
The Helios Consortium continues to work towards the satisfaction of the regulatory conditions set out in the Helios Offer Announcement.
Capitalised terms used in this announcement, unless otherwise defined herein, have the same meanings as set out in the 2 March 2026 announcement by the Helios Consortium of a firm intention to make a cash offer to acquire the entire issued and to be issued share capital of CAB Payments excluding CAB Payments shares already owned or controlled by Helios Fund III (the "Helios Offer Announcement").
The Helios Consortium will not be permitted to accept or vote in favour of any firm offer made by StoneX at 110p per share or less for so long as CAB Payments remains in an offer period.
*Pursuant to Rule 2.5(a)(ii) of the Code, The StoneX Proposal offer price of 110 pence per share is final and will not be increased, except that StoneX has reserved the right to increase the amount of the offer price if:
- there is an announcement on or after the date of the CAB Payments announcement on 16 April 2026 of an offer or a possible offer for CAB Payments by a new third party offeror or potential offeror; or
- the Panel on Takeovers and Mergers (the "Panel") otherwise provides its consent (which will only be provided in wholly exceptional circumstances).
Rule 26.1 disclosure
Additional Information
Schedule
Helios Fund III owns or controls in aggregate 114,640,189 Company Shares, representing approximately 45.11% of CAB Payments' issued share capital.
BidCo has received an irrevocable undertaking from Eurocomm in respect of a total of 13,264,981 Company Shares representing, in aggregate, approximately 5.22% of CAB Payments' issued share capital as at the close of business on 16 April 2026 (the "Latest Practicable Date").
Pursuant to the irrevocable undertaking, Eurocomm has agreed to (i) accept or procure acceptance of the Offer (or, if the Helios Offer is implemented by way of a Scheme, to vote in favour of a Scheme at the Court Meeting and the resolutions to be proposed at a CAB Payments General Meeting, as necessary), and (ii) elect to receive the Partial Alternative Offer, in each case in respect of its entire interest in Company Shares.
BidCo has also received a letter of intent from Bhairav Trivedi supporting the Helios Offer in respect of a total of 5,519,689 Company Shares, representing, in aggregate, approximately 2.17% of CAB Payments' issued share capital as at the close of business on the Latest Practicable Date.
As a result, BidCo and the Helios Consortium own or control, or have received an irrevocable undertaking and a letter of intent in respect of, a total of 133,424,859 Company Shares, representing approximately 52.50% of CAB Payments' issued share capital as at the close of business on the Latest Practicable Date.
Further details of the irrevocable undertaking and letter of intent are set out in Appendix III of the Helios Offer Announcement.
References to the issued share capital (254,143,218) and percentage they represent are based on The Takeover Panel Disclosure Table as at 16 April 2026.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.