Helios Cash Offer for CAB Payments Holdings plc – Cash Offer update and Disclosure under Rule 2.10 of the Takeover Code (“Code”)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

On 2 March 2026, the Helios Consortium announced a firm intention to make a cash offer to acquire the entire issued and to be issued share capital of CAB Payments Holdings plc (“CAB Payments” or the “Company”), excluding CAB Payments shares already owned or controlled by Helios Fund III (the “Helios Offer Announcement”) (the “Helios Offer”). Under the terms of the Helios Offer, Eligible CAB Payments Shareholders would be entitled to receive 1.15 US dollars in cash per existing CAB Payments share or the Partial Alternative Offer. Capitalised terms used in this announcement, unless otherwise defined herein, have the same meaning as set out in the Helios Offer Announcement.

The Helios Consortium notes the publication on 6 August 2026 by CAB Payments Holdings plc of its 2026 Interim Results, which references the declaration of an inaugural interim dividend of 2.1 pence (2.8 US cents equivalent 1 ) per Company Share (the “Inaugural Interim Dividend”).

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Pursuant to the terms of the Helios Offer Announcement, BidCo reserved the right to reduce the consideration payable under the terms of the Acquisition by an amount up to the amount of any dividend and/or other distribution and/or other return of capital that is declared, made or paid or becomes payable in respect of the Company Shares which are the subject of the Offer on or after the date of the Helios Offer Announcement and before the Effective Date.

Accordingly, BidCo would have been entitled to reduce the Cash Offer by an amount equal to the Inaugural Interim Dividend.

Notwithstanding the foregoing, BidCo has elected not to exercise that right in respect of the Inaugural Interim Dividend.

The Cash Offer therefore remains 1.15 US dollars in cash for each Company Share notwithstanding the Inaugural Interim Dividend.

Save for the Inaugural Interim Dividend, BidCo reserves the right to reduce the consideration payable under the terms of the Acquisition by an amount up to the amount of any other dividend and/or other distribution and/or other return of capital that is declared, made or paid or becomes payable in respect of the Company Shares which are the subject of the Offer on or after the date of the Helios Offer Announcement and before the Effective Date.

The Helios Consortium continues to work towards the satisfaction of the regulatory conditions set out in the Helios Offer Announcement.

This announcement should be read in conjunction with the Helios Offer Announcement.

As set out in the Helios Offer Announcement, Bhairav Trivedi gave a letter of intent to BidCo supporting the Acquisition in respect of a total of 6,019,689 Company Shares (representing approximately 2.37 per cent.