Helios Consortium Offer for CAB

2 hours ago 3

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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).

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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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position disclosure or a dealing disclosure.

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Other than in respect of any partial unlisted share alternative, for the purposes of the Code, any offer if made is likely to be in cash.

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Rule 26.1 disclosure

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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.heliosinvestment.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.

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Additional Information

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This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an 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, 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 distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of CAB Payments who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of CAB Payments who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.

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Schedule

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Helios Fund III owns or controls in aggregate 114,640,189 Company Shares, representing approximately 45.11% of CAB Payments’ issued share capital.

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BidCo has received an irrevocable undertaking from Eurocomm in respect of a total of 13,264,981 Company Shares representing, in aggregate, approximately 5.22% of CAB Payments’ issued share capital as at the close of business on 26 March 2026 (the “Latest Practicable Date”).

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Pursuant to the irrevocable undertaking, Eurocomm has agreed to (i) accept or procure acceptance of the Offer (or, if the Helios Offer is implemented by way of a Scheme, to vote in favour of a Scheme at the Court Meeting and the resolutions to be proposed at a CAB Payments General Meeting, as necessary), and (ii) elect to receive the Partial Alternative Offer, in each case in respect of its entire interest in Company Shares.

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BidCo has also received a letter of intent from Bhairav Trivedi supporting the Helios Offer in respect of a total of 6,019,689 Company Shares, representing, in aggregate, approximately 2.37% of CAB Payments’ issued share capital as at the close of business on the Latest Practicable Date.

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As a result, 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 133,924,859 Company Shares, representing approximately 52.70% of CAB Payments’ issued share capital as at the close of business on the Latest Practicable Date.

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Further details of the irrevocable undertaking and letter of intent are set out in Appendix III of the Helios Offer Announcement.

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References to the issued share capital (254,143,218) and percentage they represent are based on The Takeover Panel Disclosure Table as at 26 March 2026.

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