(TSX:HFPC.U),(TSX:HFPC-U),
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TORONTO, March 02, 2026 (GLOBE NEWSWIRE) — Further to announcements made on February 2 and 12, 2026, with respect to possible offers made to the board of directors of CAB Payments Holdings plc (“CAB Payments“), a public company listed on the London Stock Exchange, Helios Fairfax Partners Corporation (“Helios Fairfax” or the “Corporation“) (TSX: HFPC.U) announces that, as part of the Helios Consortium (as defined below), it will make a cash offer (the “Offer” or the “Acquisition“) to acquire the entire issued and to be issued share capital of CAB Payments Holdings plc (“CAB Payments“) excluding CAB Payments shares already owned or controlled by Helios Investors III, L.P. and Helios Investors III (A), L.P. (together “Helios Fund III“).
The Helios Consortium is comprised of Helios Investors V, L.P. and Helios Investors V (Mauritius) L.P. (together “Helios Fund V“), Helios Fund III and Helios Fairfax. Helios Fund III owns or controls in aggregate 114,640,189 CAB Payments shares, representing approximately 45.11% of CAB Payments' issued share capital.
The Acquisition will be subject to the satisfaction or waiver of certain pre-conditions. Further information about and a copy of the Offer can be found Rule 2.7 Announcement – 07:00:11 02 Mar 2026 – News article | London Stock Exchange. Under the terms of the Acquisition, each CAB Payments shareholder (other than Helios Fund III) will be entitled to receive USD 1.15 in cash for each CAB Payments share (the “Cash Offer“). Based on the Cash Offer, the Acquisition values the entire issued and to be issued share capital of CAB Payments on a fully diluted basis at approximately USD 297 million.
As a partial alternative to the Cash Offer, eligible CAB Payments shareholders may elect to receive for each CAB Payments share, 1 unlisted non-voting ordinary share in the capital of the special purpose vehicle bidco formed for the purposes of making the Offer.
The maximum amount payable by Helios Fairfax under the Offer is USD 75 million (the “HFP Equity Investment“). Helios Fairfax has entered into a bridge facility agreement (the “Bridge Facility“) with, inter alios, FirstRand Bank Limited (acting through its Rand Merchant Bank division) (“RMB“) to fund the HFP Equity Investment. Any amounts drawn under the Bridge Facility will automatically become amounts drawn under the senior secured revolving credit facility agreement dated March 3, 2022, as amended and restated from time to time, and as further amended and restated by a second amendment and restatement agreement dated and announced by Helios Fairfax on February 20, 2026.
Helios Fairfax is an investment holding company whose investment objective is to achieve long term capital appreciation, while preserving capital, by investing in public and private equity securities and debt instruments in Africa and African businesses or other businesses with customers, suppliers or business primarily conducted in, or dependent on, Africa.
| For further information, contact: | Neil Weber, LodeRock Advisors |
| (neil.weber@loderockadvisors.com) | |
| (647) 222-0574 | |
Forward-Looking Information
Certain statements included in this announcement6 constitute forward-looking statements within the meaning of applicable securities laws, including, but not limited to, those identified by the expressions “expect”, “will”, “believe” and similar expressions. Some of the specific forward-looking statements in this announcement include, but are not limited to, statements with respect to: the Offer and the terms thereof. There can be no assurance that the Offer will be completed or that it will be completed on the terms and conditions contemplated in this announcement. The proposed Offer could be modified or terminated in accordance with its terms. Forward-looking statements are based on a number of key expectations and assumptions made by the Corporation including, without limitation, that the Offer will be completed on the terms currently contemplated. Although the forward-looking statements contained in this announcement are based on what the Corporation's management believes to be reasonable assumptions, the Corporation cannot assure investors that actual results will be consistent with such information. Forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future performance or results as actual results may differ materially from those expressed or implied in such forward-looking statements. Those risks and uncertainties include, among other things: the Offer may not be completed on the terms, or in accordance with the timing, currently contemplated, or at all. Additional information about risks and uncertainties related to the Corporation are contained in the Corporation's annual information form for the year ended December 31, 2024 and in the Corporation's most recent management's discussion and analysis of financial results, both of which are available on SEDAR+ at www.sedarplus.com. The forward-looking statements contained herein represent the Corporation's expectations as of the date of this announcement, and are subject to change after this date. The Corporation assumes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.
