Helios Fairfax Partners Corporation provides update with respect to offer for CAB Payments Holdings plc

1 hour ago 3

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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 16 April 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 5,519,689 Company Shares, representing, in aggregate, approximately 2.17% 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 133,424,859 Company Shares, representing approximately 52.50% 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 16 April 2026.

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