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Response to Helios Consortium Announcement

In brief · summary, not quotable

The Independent Board of CAB Payments Holdings PLC is disappointed by the Helios Consortium's announcement regarding the StoneX Group Inc. final possible offer of 110 pence per share, as they believe the consortium's position deprives minority shareholders of the opportunity to realize value at a significant premium to the Helios Consortium's firm offer. The Independent Board remains confident in the company's strategy and its ability to deliver long-term value, and will provide an update on Q1 2026 performance on April 21, 2026.

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The Independent Board of CAB Payments[1] notes the announcement made by the Helios Consortium[2] on 17 April 2026 regarding its position in relation to the increased final* possible offer for CAB Payments from StoneX Group Inc. ('StoneX') at a price of 110 pence per share in cash (the 'StoneX Final Possible Offer').

The Independent Board is disappointed by the Helios Consortium's announcement. As announced on 16 April, the Independent Board concluded that the StoneX Final Possible Offer would be in the best interests of shareholders as a whole, including minority shareholders, and that it would be minded to recommend the StoneX Final Possible Offer to the Company's shareholders.

The Independent Board is deeply concerned that the Helios Consortium's position in respect of the StoneX Final Possible Offer is depriving minority shareholders of the opportunity to realise value at a recommendable price and at a significant premium to the Helios Consortium's firm offer.

The Independent Board remains confident in the Company's strategy and its ability to deliver long‑term value for shareholders and will continue to focus on the execution of that strategy. The Independent Board looks forward to providing an update on the Company's Q1 2026 performance on 21 April 2026.

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

*Pursuant to Rule 2.5(a)(ii) of the Code, the StoneX Final Possible Offer price of 110 pence per share is final and will not be increased, except that StoneX reserves the right to increase the amount of the StoneX Final Possible Offer price if:

  • there is an announcement on or after the date of the announcement of the StoneX Final Possible Offer 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 otherwise provides its consent (which will only be provided in wholly exceptional circumstances).

Allen Overy Shearman Sterling LLP is acting as legal adviser to CAB Payments.

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

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