RESPONSE TO POSSIBLE OFFER ANNOUNCEMENT

CAB Payments Holdings PLC (AIM:CABP) has received an unsolicited, non-binding proposal from StoneX Group Inc. for the acquisition of the entire issued share capital at a price of 95 pence per share in cash. This announcement, made on 16 March 2026, marks a significant moment for CAB Payments as it reflects the growing interest in the company following its improved financial and operational performance reported for the fiscal year 2025. The Independent Board of CAB Payments, excluding two members, is currently evaluating this proposal with its financial and legal advisers, indicating a strategic review of the offer in light of the company's recent performance and future guidance. Shareholders have been advised to refrain from taking any action at this time, as there is no certainty that an offer will be made or what terms it might entail.

The context of this potential offer is critical, particularly as CAB Payments has recently highlighted a significant improvement in its financial metrics during FY25, which was detailed in its results announcement on 5 March 2026. This improvement is likely to bolster the Independent Board's confidence in negotiating with StoneX, as it underscores the company's operational resilience and strategic direction. The proposal from StoneX, a financial services firm, could be seen as a validation of CAB Payments' business model and market positioning, particularly given the competitive landscape in the payments sector. However, the lack of certainty surrounding the offer and the pre-conditions attached to it introduce a layer of complexity that shareholders must navigate.

From a financial perspective, CAB Payments' market capitalisation is currently not explicitly stated in the announcement, but the share price of 95 pence implies a valuation that will be closely scrutinised by investors. The company’s financial position appears to be improving, as indicated by its operational performance, but specific figures regarding cash reserves, debt levels, and burn rates are not disclosed in this announcement. The absence of detailed financial metrics raises questions about the sufficiency of funding for ongoing operations and whether the company can sustain its growth trajectory without additional capital. The Independent Board's evaluation of the offer will likely consider these factors, particularly in the context of potential dilution risks if the proposal leads to a transaction that involves issuing new shares or other forms of equity financing.

In terms of valuation, the proposed offer of 95 pence per share will need to be assessed against comparable companies within the same sector. Direct peers in the payments and financial services sector, particularly those listed on AIM, may include companies such as PayPoint plc (AIM:PAY), which operates in a similar market and has a market capitalisation that aligns with CAB Payments. Another comparable entity could be Network International Holdings plc (AIM:NETW), although it may be larger than CAB Payments. The valuation metrics for CAB Payments will be critical in determining whether the offer represents a premium or discount relative to its peers. For instance, if CAB Payments is trading at an enterprise value that reflects a lower multiple compared to its peers, the offer may be seen as attractive, whereas a higher valuation could indicate that shareholders might benefit from holding onto their shares.

The execution track record of CAB Payments will also play a crucial role in this evaluation. The Independent Board's historical performance in meeting strategic milestones and financial targets will be scrutinised by both shareholders and potential acquirers. If the company has consistently delivered on its promises, this could enhance the credibility of the offer and the likelihood of a successful transaction. Conversely, any history of missed targets or operational setbacks could raise concerns about the company's future prospects and the viability of the proposed acquisition.

One specific risk highlighted by this announcement is the uncertainty surrounding the potential offer from StoneX. The lack of a firm commitment from StoneX, coupled with the pre-conditions that must be satisfied for the offer to proceed, introduces a level of ambiguity that could affect shareholder sentiment. Additionally, the competitive landscape in the payments sector is evolving rapidly, and CAB Payments must navigate these dynamics while considering the implications of a potential acquisition. The company’s ability to maintain its market position and continue delivering value to shareholders will be critical in the coming months.

Looking ahead, the next measurable catalyst for CAB Payments will be the deadline set by the Panel for StoneX to either announce a firm intention to make an offer or to withdraw its proposal. This deadline will be crucial for investors, as it will provide clarity on the potential for a transaction and the terms that may be involved. The timing of this announcement is not specified, but it is expected to occur within the framework set by the City Code on Takeovers and Mergers.

In conclusion, the announcement regarding the possible offer from StoneX represents a significant moment for CAB Payments Holdings PLC. While the proposal reflects positive recognition of the company's improved performance, the inherent uncertainties and risks associated with unsolicited offers necessitate a cautious approach from shareholders. The Independent Board's evaluation of the offer will be critical in determining the strategic direction of the company and its future value proposition. Given the circumstances, this announcement can be classified as significant, as it has the potential to materially impact the company's valuation, strategic positioning, and shareholder returns.

Key insights

• ●CAB Payments received a 95 pence per share acquisition proposal.
• ●Independent Board is evaluating the offer amid improved FY25 performance.
• ●Shareholders advised to take no action until further notice.

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