Statement re Possible Offer

CAB Payments Holdings PLC

10 October 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

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, NOR AS TO THE TERMS ON WHICH ANY OFFER MAY BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

10 October 2024

CAB PAYMENTS HOLDINGS PLC ('CAB PAYMENTS' OR THE 'COMPANY')
POSSIBLE OFFER FROM STONEX GROUP INC. ('STONEX')

The Board of CAB Payments announces that, on 23 September 2024, it received a revised unsolicited non-binding proposal from StoneX relating to a possible offer for the entire issued and to be issued share capital of CAB Payments at a price of GBP 1.45 per CAB Payments share in cash together with a full share alternative (the 'Possible Offer').

The Board of CAB Payments is evaluating the Possible Offer, together with its financial and legal advisers, and a further announcement will be made as and when appropriate. There can be no certainty that an offer will be made, nor as to the terms on which an offer might be made.

The Possible Offer follows a series of approaches from StoneX since 30 July 2024 regarding possible offers for the entire issued and to be issued share capital of CAB Payments (the 'Earlier Proposals'), the first of which was at a price of GBP 1.15 per CAB Payments share.

The Board of CAB Payments evaluated the Earlier Proposals with its financial and legal advisers and concluded that they were not in the best interests of the Company and its shareholders.

In accordance with Rule 2.6(a) of the Code, CAB Payments announces that, by not later than 5.00 pm (London time) on 7 November 2024, being 28 days after today's date, StoneX must either announce a firm intention to make an offer for CAB Payments under Rule 2.7 of the Code or announce that it does not intend to make an offer for CAB Payments, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel on Takeovers and Mergers (the 'Takeover Panel') in accordance with Rule 2.6(c) of the Code.

This announcement has been made without the consent of StoneX.

The individual responsible for arranging the release of this announcement on behalf of CAB Payments is Lesley Martin.

Enquiries:     

CAB Payments Holdings plc	[phone]
Richard Hallett, CFO
Gaurav Patel, Head of Investor Relations
Barclays Bank PLC, acting through its Investment Bank (Financial Adviser and Corporate Broker)	[phone]
Aamir Khan
James Woolf
Michael Hart
Anusuya Nayar
FTI Consulting LLP (PR Adviser)	[phone]
Edward Bridges / Katie Bell

Allen Overy Shearman Sterling LLP is acting as legal adviser to CAB Payments in relation to the matters referred to in this announcement.

Important notices

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.

The release, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by laws or regulations of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction.

Disclaimer

Barclays Bank PLC, acting through its Investment Bank ('Barclays'), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for CAB Payments and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than CAB Payments for providing the protections afforded to clients of Barclays nor for providing advice in relation to any matter referred to in this announcement.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in CAB Payments securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who at the relevant time is interested (directly or indirectly) in 1% or more of any class of relevant securities of the offeree company or any securities exchange offeror must make a public Opening Position Disclosure (i) after the commencement of an offer period; and (ii) if later, after the announcement that first identifies any securities exchange offeror. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is (or as a result of any dealing becomes) interested (directly or indirectly) in 1% or more of any class of relevant securities of the offeree company or any securities exchange offeror must make a public Dealing Disclosure if the person deals in any relevant securities of the offeree company or any securities exchange offeror during an offer period. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

Where two or more persons act pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities, they will normally be deemed to be a single person for the purpose of this Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.cabpayments.com, by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, CAB Payments confirms that as at the close of business on 9 October 2024 its issued share capital consisted of 254,143,218 ordinary shares of 0.0331/3 pence each. CAB Payments holds no ordinary shares in treasury.

The ordinary shares are admitted to trading on the main market of the London Stock Exchange under the International Securities Identification Number GB00BMCYKB41.

 

END