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(Sharecast News) - The Helios Consortium announced an increased possible cash offer for CAB Payments on Monday, valuing the business at $292m, as it seeked the board's recommendation for a takeover following a difficult period as a listed company.
Under the revised terms, shareholders would be entitled to receive $1.15 in cash per share, an increase from the $1.05 per share proposal rejected by an independent committee of CAB Payments' board on 24 January.
The consortium said the price represented a 21% premium to the 30-day volume-weighted average share price and a 37% premium to the 90-day average, calculated to 30 January.
Based on the prevailing exchange rate, the offer equated to about 213m.
In addition to the all-cash consideration, the Helios Consortium said that, should a firm offer be made, it would also provide a partial unlisted share alternative, allowing shareholders who wished to remain invested to participate in the company's future under private ownership.
The structure was intended to offer a full cash exit while accommodating longer-term investors.
The Helios Consortium currently holds, controls or has received support for the increased possible offer in respect of 127.9 million shares, representing 50.33% of CAB Payments' issued share capital.
That included a 45.11% stake held by Helios Fund III and a non-binding letter of intent from Eurocomm Holding, which controls a further 5.22% of the shares and indicated support in principle for an offer at no less than $1.05 per share that includes an unlisted share alternative and is implemented by way of a scheme of arrangement.
The consortium said it believed CAB Payments' long-term prospects would be better supported under private ownership, citing challenges faced since its listing, including a profit downgrade, a change in executive leadership and the withdrawal of a previous possible offer from StoneX Group.
Rothschild & Co is acting as financial adviser to the Helios Consortium.
In line with UK takeover rules, the consortium must by 1700 GMT on 2 March either announce a firm intention to make an offer for CAB Payments or confirm that it did not intend to proceed, unless the deadline was extended with the consent of the Takeover Panel.
The consortium cautioned that there was no certainty that a firm offer would ultimately be made and said it reserved the right to vary the terms or structure of any offer, subject to the provisions of the Takeover Code.
At 1015 GMT, shares in CAB Payments Holdings were up 4.57% at 75.5p.
Reporting by Josh White for Sharecast.com.