Cash Offer update and Disclosure under Rule 2.10

Helios Cash Offer for CAB Payments Holdings plc - Cash Offer update and Disclosure under Rule 2.10 of the Takeover Code ("Code")

Cash Offer update

On 2 March 2026, the Helios Consortium announced a firm intention to make a cash offer to acquire the entire issued and to be issued share capital of CAB Payments Holdings plc ("CAB Payments" or the "Company"), excluding CAB Payments shares already owned or controlled by Helios Fund III (the "Helios Offer Announcement") (the "Helios Offer"). Under the terms of the Helios Offer, Eligible CAB Payments Shareholders would be entitled to receive 1.15 US dollars in cash per existing CAB Payments share or the Partial Alternative Offer. Capitalised terms used in this announcement, unless otherwise defined herein, have the same meaning as set out in the Helios Offer Announcement.

The Helios Consortium notes the publication on 6 August 2026 by CAB Payments Holdings plc of its 2026 Interim Results, which references the declaration of an inaugural interim dividend of 2.1 pence (2.8 US cents equivalent[1]) per Company Share (the "Inaugural Interim Dividend").

Pursuant to the terms of the Helios Offer Announcement, BidCo reserved the right to reduce the consideration payable under the terms of the Acquisition by an amount up to the amount of any dividend and/or other distribution and/or other return of capital that is declared, made or paid or becomes payable in respect of the Company Shares which are the subject of the Offer on or after the date of the Helios Offer Announcement and before the Effective Date.

Accordingly, BidCo would have been entitled to reduce the Cash Offer by an amount equal to the Inaugural Interim Dividend.

Notwithstanding the foregoing, BidCo has elected not to exercise that right in respect of the Inaugural Interim Dividend.

The Cash Offer therefore remains 1.15 US dollars in cash for each Company Share notwithstanding the Inaugural Interim Dividend.

Save for the Inaugural Interim Dividend, BidCo reserves the right to reduce the consideration payable under the terms of the Acquisition by an amount up to the amount of any other dividend and/or other distribution and/or other return of capital that is declared, made or paid or becomes payable in respect of the Company Shares which are the subject of the Offer on or after the date of the Helios Offer Announcement and before the Effective Date.

The Helios Consortium continues to work towards the satisfaction of the regulatory conditions set out in the Helios Offer Announcement.

This announcement should be read in conjunction with the Helios Offer Announcement.

Letter of Intent

As set out in the Helios Offer Announcement, Bhairav Trivedi gave a letter of intent to BidCo supporting the Acquisition in respect of a total of 6,019,689 Company Shares (representing approximately 2.37 per cent. of the existing issued ordinary share capital of CAB Payments as at the close of business on 27 February 2026, being the last Business Day before the date of the Helios Offer Announcement) (the "Letter of Intent"). Following disposals notified to BidCo, the Letter of Intent now represents, in aggregate, 5,319,689 Company Shares (representing, in aggregate, approximately 2.09 per cent. of the existing issued ordinary share capital of CAB Payments as at the Latest Practicable Date). Taking this into account, the Helios Offer is supported by shareholders representing 52.42% of CAB Payments' issued share capital. Further details are set out in the Schedule to this announcement, which is made in accordance with Rule 2.10(c) of the Code.

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 12 August 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 5,319,689 Company Shares, representing, in aggregate, approximately 2.09% 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 133,224,859 Company Shares, representing approximately 52.42% 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 (including the circumstances in which they will cease to be binding) 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 12 August 2026.

[1] Based on the USD / GBP exchange rate of 0.7404 as at 12 August 2026 closing (being the last Business Day prior to this announcement) derived from Bloomberg