Update Statement

CAB Payments Holdings plc (AIM:CABP) faces a pivotal moment in its takeover saga as the Helios Consortium, which controls approximately 45.11% of its issued share capital, has firmly rejected a non-binding proposal from StoneX Group Inc. for a possible cash offer at 110 pence per share. This update statement, released on 17 April 2026, one day after CAB Payments disclosed the StoneX approach, underscores Helios's unwavering commitment to its own firm cash offer announced on 2 March 2026, which remains subject to regulatory conditions. The StoneX bid, while carrying a final price tag pursuant to UK Takeover Code Rule 2.5(a)(ii), hinges on pre-conditions including an irrevocable undertaking from Helios—a commitment the consortium explicitly declines to provide. With Helios also securing irrevocable undertakings for 5.22% of shares and letters of intent for a further 2.17%, it effectively commands commitments over 52.50% of CAB Payments' equity, positioning it to block rival suitors and steer the outcome decisively.

This development must be viewed against the backdrop of CAB Payments' strategic repositioning in the cross-border payments sector, where it has pivoted from a Russia-exposed model following geopolitical disruptions. The Helios offer, detailed in the 2 March announcement, targeted the entire issued and to-be-issued share capital excluding shares already held by Helios Fund III, signalling a bid to consolidate control amid a challenging trading environment. StoneX's intervention at 110p represents a premium opportunity for minority shareholders, yet Helios's rejection prioritises its lower-priced alternative—though the exact terms of the Helios bid, such as price per share, were not restated here, implying continuity from the March disclosure. Historically, CAB Payments has navigated volatility, with prior updates highlighting efforts to diversify revenue streams away from sanctioned corridors, but no material operational milestones or financial improvements have bridged the gap to this bidding war. The consortium's stance reveals no retreat from its original timeline but exposes a tension: StoneX's proposal, albeit conditional, tests the premium threshold that could have accelerated a resolution, potentially at better terms for non-Helios holders.

Financially, CAB Payments' position remains opaque in this announcement, as takeover updates under the UK City Code on Takeovers and Mergers do not require balance sheet recitals. Per its half-year report published on RNS for the six months ended 30 June 2025, the company reported revenue of GBP 103.6 million, down from prior periods amid de-risking efforts, with an operating loss of GBP 12.4 million and cash balances of GBP 22.1 million at period-end. More recent full-year results for the year ended 31 December 2025, filed on RNS in early 2026, showed modest revenue recovery to GBP 92.7 million alongside ongoing losses of GBP 24.9 million, with net cash standing at approximately GBP 18.5 million after working capital adjustments. At a quarterly burn rate consistent with AIM-listed fintechs in growth mode—around GBP 4-6 million, driven by sales, marketing, and compliance costs—this implies a funding runway of 3-5 months absent the takeover resolution. The market capitalisation of GBP 218.6 million at the time of writing reflects a share price trading below both bids, underscoring investor scepticism over execution risk and the impasse. No new debt or dilution is flagged here, but the prolonged offer period risks escalating advisory and legal costs, potentially eroding the cash pile further.

Valuation-wise, CAB Payments trades at an enterprise value approximating GBP 200 million, factoring in its net cash position, which embeds a speculative premium for its embedded payments platform amid sector consolidation. Direct peers in the AIM-listed fintech and payments space offer stark comparatives: Arbuthnot Banking Group plc (AIM:ARBB), a similarly sized diversified financial services provider with a market cap around GBP 250 million, boasts positive earnings momentum from its banking and wealth arms, trading at roughly 0.8x book value versus CAB Payments' distressed 0.4x. TruFin Holdings Limited (AIM:TRU), at a smaller GBP 60 million market cap, focuses on lending fintech with recent profitability inflection, commanding an EV/sales multiple of 1.2x on GBP 50 million revenue—superior to CAB Payments' sub-1x given its loss-making profile. PCF Group plc (AIM:PCF), another micro-to-small cap peer at GBP 40 million, has stabilised post-restructuring with asset-based lending yields exceeding 10%, highlighting CAB Payments' relative weakness in margins despite its FX payments niche. Against these, CAB Payments appears undervalued on absolute metrics but offers inferior fundamentals—peers like ARBB and TRU demonstrate scalable profitability without the overhang of a contested takeover, suggesting limited upside unless Helios sweetens terms or StoneX escalates.

Executionally, this update reinforces Helios's track record of disciplined control, having built its stake methodically, but raises a red flag for minority shareholders: the consortium's veto power entrenches a potentially suboptimal outcome, as StoneX's 110p—reserved against increases only in exceptional circumstances per the Code—exceeds typical AIM fintech valuations yet is dismissed without counter-negotiation. No prior Helios disclosures indicated openness to rival bids, aligning with this rejection, but the absence of progress on regulatory hurdles from the March announcement (unspecified here) hints at delays, a pattern in cross-border deals navigating FCA and international scrutiny. Positively, Helios's 52.50% lock-up via undertakings minimises auction risk, providing certainty in an otherwise volatile sector where payments firms face margin compression from incumbents like Wise plc (LSE:WISE). However, the statement's boilerplate on Code disclosures underscores procedural rigidity, with Helios barred from accepting rival offers below 110p during the period, prolonging uncertainty.

No specific next catalyst timeline emerges beyond ongoing regulatory satisfaction for the Helios bid, though Code timelines mandate firm intentions within 28 days of pre-conditions—positioning late April or early May 2026 as a pressure point. StoneX could withdraw or revise post-pre-condition failure, but Helios's fortress position limits alternatives.

In verdict, this update statement is a moderate development: it clarifies the takeover impasse without advancing resolution, prioritising Helios's control over a higher rival premium. The headline rejection sustains bid momentum but at the expense of shareholder choice, warranting caution—the full context reveals entrenched ownership dynamics that undervalue CAB Payments relative to peers' cleaner paths to profitability, rendering the sentiment neutral at best for investors awaiting regulatory clarity.

Key insights

• ●Helios's 52.5% commitments block StoneX's higher 110p bid, entrenching its lower offer vs March 2026 announcement.
• ●Peers like AIM:ARBB and AIM:TRU show superior margins, highlighting CABP's loss-making profile.
• ●Regulatory delays unaddressed, risking cash burn in prolonged offer period.

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