Cab Payments Holdings 1 3P Wi — Cash Offer update and Disclosure under Rule 2.10

Helios secures majority support for CAB Payments buyout at $1.15 per share.

What the company is saying

Helios Consortium is communicating that its cash offer for CAB Payments Holdings plc has reached a critical milestone, with support from shareholders representing 52.42% of the issued share capital. The offer remains at 1.15 US dollars per share, even after the declaration of a 2.1 pence interim dividend. The announcement highlights precise figures for irrevocable undertakings, letters of intent, and shareholdings, emphasizing the breadth of institutional and individual support. The language is formal, factual, and avoids promotional claims, focusing on the mechanics and progress of the transaction. Bhairav Trivedi is specifically named as providing a letter of intent for 2.09% of shares, but his institutional affiliation or role is not disclosed. The tone is confident, presenting the offer as well-advanced and on track, with regulatory approval as the remaining hurdle.

What the data suggests

The numbers confirm that Helios and its affiliates, including Helios Fund III and Eurocomm, control or have commitments for 133,224,859 shares, amounting to 52.42% of CAB Payments' issued share capital. The offer price is fixed at 1.15 US dollars per share, and the interim dividend of 2.1 pence (2.8 US cents) does not reduce the offer consideration. The issued share capital as of 12 August 2026 is 254,143,218 shares, and all percentages reconcile with the absolute share counts disclosed. No financial performance data, such as revenue or profit, is provided, so the company's operational trajectory cannot be assessed. The only forward-looking element is the pending regulatory approval, and the announcement does not quantify the Partial Alternative Offer. All disclosed figures are internally consistent and specific to the transaction, with no evidence of overstatement or data gaps in the context of the offer.

Analysis

The announcement is a factual update on the progress of a recommended cash offer for CAB Payments Holdings plc, with clear disclosure of offer terms, shareholder support, and irrevocable undertakings. The language is proportionate and avoids promotional or exaggerated claims, focusing on realised milestones such as signed letters of intent and irrevocable undertakings covering 52.42% of share capital. Only one forward-looking statement is present, relating to the ongoing regulatory approval process, which is standard for such transactions. There is no discussion of operational or financial performance, profitability, or synergies, and no attempt to frame the transaction as transformational or value-creating beyond the stated offer price. The capital intensity flag is set to true due to the nature of the acquisition, but the benefits (i.e., transaction completion) are expected in the near term, pending regulatory approval. Overall, the narrative is tightly aligned with the disclosed evidence, with no signs of narrative inflation.

Risk flags

• ●Regulatory approval remains outstanding, and the transaction cannot close until all conditions are met. This is a standard risk in public company acquisitions, as delays or refusals from regulators can derail or postpone completion.
• ●No information is provided about the Partial Alternative Offer, including its terms or value. This lack of disclosure prevents shareholders from fully evaluating their options and could create uncertainty or disputes post-announcement.
• ●The announcement omits any discussion of CAB Payments' recent financial performance or outlook. Investors cannot assess whether the offer price represents a premium or discount to intrinsic value, increasing the risk of mispricing or adverse selection.

Bottom line

This announcement signals that Helios has reached majority support for its $1.15 per share cash offer for CAB Payments, with 52.42% of shares now committed via direct ownership, irrevocable undertakings, and letters of intent. The deal is now primarily subject to regulatory approval, with no financing or due diligence conditions remaining. No operational or financial performance data is disclosed, so investors cannot judge whether the offer price is attractive relative to fundamentals. The absence of details on the Partial Alternative Offer leaves a gap in the information available to shareholders. The most important takeaway is that the transaction is well advanced and likely to proceed if regulatory approval is secured, but the lack of financial disclosure means the investment case for holding or tendering shares cannot be independently assessed from this announcement alone.

Announcement summary

(LSE:CABP) Helios Consortium announced an update regarding its cash offer to acquire the entire issued and to be issued share capital of CAB Payments Holdings plc, with eligible shareholders entitled to receive 1.15 US dollars in cash per existing CAB Payments share. The cash offer remains at 1.15 US dollars per share notwithstanding the declaration of an inaugural interim dividend of 2.1 pence (2.8 US cents equivalent) per Company Share. Bhairav Trivedi gave a letter of intent supporting the acquisition in respect of 5,319,689 Company Shares, representing approximately 2.09 per cent. of the existing issued ordinary share capital of CAB Payments as at the Latest Practicable Date. The Helios Offer is supported by shareholders representing 52.42% of CAB Payments' issued share capital. 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 13,264,981 Company Shares, representing approximately 5.22% of CAB Payments' issued share capital as at the close of business on 12 August 2026. 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.

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