Helios Consortium Offer for CAB

Group 1: Helios Consortium Offer - The Helios Consortium announced a cash offer to acquire the entire issued and to be issued share capital of CAB Payments Holdings plc, excluding shares already owned by Helios Fund III [1] - Eligible CAB Payments shareholders would receive US$1.15 in cash per existing share or a Partial Alternative Offer, with support from shareholders representing 52.70% of CAB Payments' issued share capital [2][22] Group 2: StoneX Proposal - StoneX Group Inc. approached CAB Payments regarding a potential acquisition, submitting a non-binding cash proposal subject to several pre-conditions [3] - The Helios Consortium declined to provide an irrevocable undertaking to support StoneX's proposal, leading to the conclusion that the Helios Offer is the only firm and deliverable offer available [4] Group 3: Regulatory Filings and CAB Board Response - The Helios Consortium is required to make regulatory filings that include specific non-public information about CAB Payments, referred to as Requisite Information [5] - The CAB Board has not recommended the Helios Offer and has refused to provide the Requisite Information, which the Helios Consortium believes is against the interests of CAB Payments shareholders [6][7] Group 4: Shareholder Engagement - The Helios Consortium encourages CAB Payments shareholders to urge the CAB Board to engage with them and relevant regulators to expedite the regulatory filing process [8] - The delay in providing the Requisite Information could lead to inefficiencies and disruptions to CAB Payments' business, negatively impacting all shareholders [7][8] Group 5: Shareholder Support - Helios Fund III owns or controls approximately 45.11% of CAB Payments' issued share capital, with additional support from Eurocomm and Bhairav Trivedi, bringing total support to approximately 52.70% [19][20][22] - The total issued share capital of CAB Payments is 254,143,218 shares as of 26 March 2026 [23]