The Independent Board of CAB Payments announces that it has received a further non-binding proposal from StoneX Group Inc relating to an increased possible offer for CAB Payments at a price of 110 pence per share in cash.

The increased offer follows StoneX’s previous non-binding proposal at 95 pence per share.

The Increased Final Possible Offer is subject to the satisfaction or waiver of a number of pre-conditions, including the satisfactory completion of confirmatory due diligence and the receipt of irrevocable undertakings to support the transaction from each CAB Payments director, the members of the Helios Consortium who own or control Company shares and Eurocomm Holding Limited to accept the Increased Final Possible Offer. StoneX has reserved the right to waive any such pre-conditions in whole or in part in its absolute discretion.

The terms of the Increased Final Possible Offer value the entire issued and to be issued share capital of CAB Payments at approximately £287m and represent a premium of:

• 52% to CAB Payments’ undisturbed closing share price of 72 pence on 30 January 2026, being the business day before the Helios Consortium first announced a possible offer for CAB Payments;
• 43% to CAB Payments’ highest share price of 77 pence in the 52 week period to 30 January; and
• 29% to the Helios Consortium’s firm offer price of $1.15 per CAB Payments share.

The Independent Board has carefully evaluated the Increased Final Possible Offer together with its financial and legal advisers, and concluded that it would be minded to recommend such an offer to the Company’s shareholders if StoneX were to announce a firm intention to make an offer pursuant to Rule 2.7 of the Code on the same financial terms, and subject to the satisfactory agreement of the other terms of the offer and definitive transaction documentation.

The Independent Board encourages the Helios Consortium to engage constructively with the Company and StoneX in relation to the Increased Final Possible Offer, which represents a 29% premium to the Helios Consortium’s firm offer and which the Independent Board believes would be in the best interests of the Company’s shareholders as a whole, including minority shareholders.

There can be no certainty that any firm offer will be made by StoneX.