Barclays Capital Securities Limited CAB Payments Holdings - Pre-Stabilisation Notice (1187F)

TIDMCABP

RNS Number : 1187F

Barclays Capital Securities Limited

06 July 2023

PRE-STABILISATION NOTICE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE UNLAWFUL.

6 July 2023

CAB Payments Holdings Plc

Stabilisation Notice

Barclays Capital Securities Limited (Contact: Ben Newmark; Telephone: [phone]) hereby gives notice that the Stabilising Manager named below and its affiliates may stabilise the offer of the following securities in accordance with the relevant provisions of the Market Abuse Regulation (EU) No 596/2014 of the European Parliament and of the Council (as it forms part of retained EU law in the United Kingdom as defined in the European Union (Withdrawal) Act 2018) and Commission Delegated Regulation (EU) 2016/1052 (as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018).

 
  The securities 
 Issuer                           CAB Payments Holdings Plc 
                                 -------------------------------------------------------- 
 Securities                       Ordinary Shares of 0.0331/3 pence each 
                                 -------------------------------------------------------- 
 ISIN                             GB00BMCYKB41 
                                 -------------------------------------------------------- 
 Offering Size                    87,000,000 Ordinary Shares (excluding the 
                                   over-allotment option) 
                                 -------------------------------------------------------- 
 Description                      Initial Public Offering of Ordinary Shares 
                                 -------------------------------------------------------- 
 Offer Price                      335 pence per Ordinary Share 
                                 -------------------------------------------------------- 
 Stabilisation: 
 Stabilising Manager:             Barclays Capital Securities Limited, 1 Churchill 
                                   Place, London, E14 5HP, United Kingdom 
                                 -------------------------------------------------------- 
 Stabilisation period             6 July 2023 (approximately 08:00am (London 
  expected to start on:            time)) 
                                 -------------------------------------------------------- 
 Stabilisation period             5 August 2023 (close of business) 
  expected to end no later 
  than: 
                                 -------------------------------------------------------- 
 Stabilisation trading            London Stock Exchange and other trading venues 
  venues: 
                                 -------------------------------------------------------- 
 Over-allotment Option 
 Terms of Over-allotment          Merlin MidCo Limited has granted the Stabilising 
  Option:                          Manager, the option to acquire additional 
                                   Ordinary Shares at the Offer Price. The Over-allotment 
                                   Option may be exercised in full or in part 
                                   at any time during the stabilisation period. 
                                 -------------------------------------------------------- 
 Maximum size of Over-allotment   The Stabilising Manager may over-allot the 
  Option                           securities to the extent permitted in accordance 
                                   with the applicable law, up to the maximum 
                                   size of 13,000,000 Ordinary Shares. 
                                 -------------------------------------------------------- 
 Duration of Over-allotment       The Over-allotment Option may be executed 
  Option                           at any time from 6 July 2023 to 5 August 
                                   2023. 
                                 -------------------------------------------------------- 
 

In connection with the offer of the above securities, the Stabilising Manager may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager will take any stabilisation action and any stabilisation action, if begun, may be ended at any time.

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.

In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); and (B) are "qualified investors" within the meaning of Article 2 of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018; or (C) are other persons to whom it may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons").

In any member state of the European Economic Area ("EEA") (each, a "Relevant Member State"), this announcement and any offer if made subsequently is, and will be, directed only at persons who are "qualified investors" ("Qualified Investors") within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) (as amended).

This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to: (i) in the United Kingdom, Relevant Persons; and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.

This announcement and the information contained herein does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase any securities in the United States or any other jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the "Securities Act") and may not be offered or sold in the United States except to "qualified institutional buyers" as defined in, and in reliance on, Rule 144A under the Securities Act or another exemption from, or transaction not subject to, the registration requirements of the Securities Act. All offers and sales of securities outside of the United States will be made in reliance on, and in compliance with, Regulation S under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

STAUPURUMUPWPUA

(END) Dow Jones Newswires

July 06, 2023 02:00 ET (06:00 GMT)