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: +44 20 3134 8574) 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 0.033⅓ 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 expected to start on: | 6 July 2023 (approximately 08:00am (London time)) |
| Stabilisation period expected to end no later than: | 5 August 2023 (close of business) |
| Stabilisation trading venues: | London Stock Exchange and other trading venues |
| Over-allotment Option | |
| Terms of Over-allotment Option: | Merlin MidCo Limited has granted the Stabilising 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 Option | The Stabilising Manager may over-allot the 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 Option | The Over-allotment Option may be executed 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.
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