CAB Payments (LSE: CABP) rejects StoneX’s 95p bid as independent board backs FY25 growth story

CAB Payments Holdings (LSE: CABP), the London-listed cross-border payments and foreign exchange specialist, has unanimously rejected an unsolicited all-cash takeover proposal from US-based StoneX Group Inc (Nasdaq: SNEX), declaring the 95 pence per share offer a significant undervaluation of the company and its future prospects. The rejection, issued on 20 March 2026, marks the latest development in a multi-party takeover contest that has seen CAB Payments fend off repeated approaches from two separate suitors over the course of just several months. The independent board, which has consulted with the company’s larger shareholders before reaching its decision, cited the strong financial recovery visible in the company’s fiscal year 2025 results and medium-term guidance as central to its confidence in standalone value. With the Helios Consortium’s own firm offer of 85 pence still on the table and StoneX’s deadline now subject to UK Takeover Panel determination, the contest for CAB Payments is far from settled.

Why did CAB Payments reject StoneX’s 95 pence per share cash bid on 20 March 2026?

The CAB Payments independent board concluded unanimously that the StoneX Possible Offer significantly undervalues the company. In reaching that view, the board drew explicitly on two foundations: the material improvement in the company’s financial and operational performance in FY25, and the medium-term guidance it has communicated to the market following its 2025 full-year results. Before formalising the rejection, the board engaged directly with the company’s larger shareholders, indicating a level of institutional alignment with the decision to hold out for higher value. The board’s statement made clear it had “communicated to StoneX” the rejection directly, signalling an organised process rather than a passive non-response.

StoneX’s 95 pence per share offer represented a 32% premium to CAB Payments’ undisturbed closing price of 72 pence on 30 January 2026, the last trading day before the Helios Consortium first disclosed its interest. It also represented an 11% premium to the Helios firm offer of 85 pence per share, announced on 2 March 2026. On the face of it, that dual premium appears compelling. The independent board’s rejection signals it believes neither benchmark adequately captures the company’s trajectory, particularly given that 72 pence itself reflects a period when CAB Payments was still managing the reputational and operational aftershocks of a severe post-IPO share price collapse.

What does CAB Payments’ FY25 performance reveal about the valuation floor the board is defending?

The FY25 results provide the clearest window into why the independent board believes both current bids fall short. Total income for fiscal year 2025 reached approximately £119 million, ahead of market consensus expectations that had been pointing toward £110.1 million. Adjusted EBITDA came in at £35 million, up 14% year on year, with the second half of 2025 recording a 69% sequential improvement in adjusted EBITDA as the cost restructuring programme accelerated and revenue momentum built. FX and payments income rose 15% to £83.3 million, accounting for around 70% of total revenue.

The company added approximately 50 new active clients during the year and deepened its relationships with 30 central bank clients, a strategically significant cohort given the regulatory and institutional trust barriers that characterise access to central bank payment corridors. New licensed offices in New York and Abu Dhabi expanded the company’s geographic footprint and diversified the client base beyond its traditional UK base. Management has framed these developments as part of a reshaped, more capital-light platform with AI-enabled scalability, and has accompanied them with medium-term income growth guidance in the high-teens to low-twenties percentage range annually. That guidance, if credible, implies a materially higher intrinsic value than the 95 pence StoneX is offering.

How does the Helios Consortium’s competing offer complicate the takeover dynamics for CAB Payments investors?

The Helios Consortium, which holds the largest stake in CAB Payments and whose representatives Nitin Kaul and Henry Obi CBE sit on the CAB Payments board, has been the more persistent suitor. Helios first approached the board on 17 January 2026 and was twice rebuffed before converting its latest proposal into a firm offer at 85 pence per share on 2 March 2026, valuing the company at roughly £213 million. The independent board has described that offer as highly opportunistic and fundamentally undervaluing the group’s strategic progress.

Helios’s dual role as both an existing major shareholder and an offeror creates an inherent tension in the process. The independent board’s deliberations on the StoneX proposal notably excluded Kaul and Obi CBE, underscoring the governance care being applied. With Helios’s firm offer still live and StoneX’s possible offer now rejected, the tactical question is whether StoneX returns with a higher bid, whether Helios raises its offer in response, or whether a third party enters the frame. The competitive dynamic, once established under UK Takeover Code rules, tends to be difficult to extinguish cleanly.

What strategic logic did StoneX cite for acquiring CAB Payments, and does it justify the rejected price?

StoneX positioned its approach as a strategic combination rather than a financial arbitrage. The US-based financial services group, which serves more than 80,000 commercial and institutional clients across more than 80 offices globally, argued that combining its own payments business with CAB Payments could create a specialist in emerging markets payments with genuine global scale. StoneX emphasised the complementarity between its broader client network and CAB Payments’ deep relationships in hard-to-reach currency corridors, particularly across Africa, the Middle East, and South and Southeast Asia.

The strategic framing is coherent. CAB Payments’ value proposition rests on regulatory relationships and currency network access that take years to build and are not easily replicated. For StoneX, acquiring that network would accelerate its emerging markets payments capability without the execution risk of building from scratch. That logic, however, does not automatically translate into a fair price. If CAB Payments is on the trajectory its own management describes, with income growing at high-teens to low-twenties annually and EBITDA margins expanding, then the long-run strategic value is considerably higher than a 95 pence offer implies.

How has the CABP share price responded to the bidding contest and what does market positioning signal?

CAB Payments shares surged approximately 12.9% when StoneX’s approach was first disclosed on 16 March 2026, reflecting the market’s immediate read that a competitive bidding situation had emerged. The stock was trading at around 92 to 94 pence per share in the days following that announcement, sitting just below the StoneX offer price and above the Helios firm offer of 85 pence, a positioning that effectively assigned probability weight to a higher outcome. For context, CABP’s 52-week range spans from a low of 37.05 pence to a high of around 89 to 94 pence, meaning the takeover activity has materially re-rated the stock from its post-IPO trough.

The market appears to be pricing in a higher eventual bid rather than accepting the Helios floor of 85 pence, with the stock trading above that level even after both offers have been rejected or remain live. Analyst consensus target prices were sitting around 87 to 90 pence before the takeover contest began, and that range now appears conservative given the competitive dynamics. Investors who held through the post-IPO collapse, when the stock fell more than 70% in the first three months of listing in 2023, are now watching their patience rewarded by a multi-party contest that is pushing valuations back toward rational territory.

What does the UK Takeover Code process require from StoneX following the CAB Payments board rejection?

Under the City Code on Takeovers and Mergers, StoneX’s announcement of a possible offer triggered formal process obligations. The UK Takeover Panel will announce the deadline by which StoneX must either announce a firm intention to make an offer under Rule 2.7 of the Code, or publicly declare that it does not intend to proceed, in which case a Rule 2.8 statement applies that would restrict StoneX from re-approaching for a defined period. The CAB Payments board has advised shareholders to take no action at this time, the standard regulatory instruction during the evaluation window.

The fact that CAB Payments issued its rejection announcement without StoneX’s consent is also notable. Under normal takeover protocol, announcements concerning possible offers are coordinated between the parties or triggered by leak. A unilateral rejection statement signals the independent board’s determination to control the narrative and manage shareholder expectations proactively, rather than allowing market speculation to build. It also puts pressure on StoneX to either escalate with a higher offer or walk away, both of which represent cleaner outcomes from a corporate governance standpoint than a prolonged standoff.

What are the execution and market risks that could complicate a higher bid for CAB Payments emerging markets platform?

The independent board’s confidence rests heavily on the medium-term guidance it has issued, which assumes continued high-teens to low-twenties percentage income growth. That guidance is not without risk. CAB Payments’ revenues are sensitive to the volume of cross-border payments flowing through its corridors, particularly in African and Middle Eastern markets. Geopolitical disruptions, currency controls, or regulatory changes in key markets could impair volumes in ways that are difficult to hedge or forecast. The company’s central bank client relationships, while strategically valuable, are also subject to the political dynamics of the markets in which those central banks operate.

Integration risk would also apply to any eventual acquirer. StoneX’s global operational footprint is a strength, but merging two regulated financial services entities operating across multiple jurisdictions involves significant compliance complexity. The regulatory approvals required in the UK, the US, and potentially several emerging market jurisdictions would extend any deal timeline considerably. For Helios, whose consortium structure adds its own governance complexity, the integration challenge is arguably less severe given existing familiarity with CAB Payments’ operations, but the financing structure and the mixed consideration it has offered introduces uncertainty for minority shareholders seeking a clean cash exit.

Key takeaways on what the StoneX rejection means for CAB Payments shareholders, bidders, and the fintech payments sector

• CAB Payments Holdings (LSE: CABP) has unanimously rejected StoneX Group’s all-cash possible offer of 95 pence per share, calling it a significant undervaluation, setting a clear floor for any successful transaction.
• The rejection puts the independent board’s confidence squarely behind FY25 results showing total income of approximately £119 million, ahead of market expectations, and adjusted EBITDA of £35 million, up 14% year on year.
• Two competing suitors are now in the picture: Helios Consortium with a firm offer of 85 pence per share (approximately £213 million) and StoneX with a rejected possible offer at 95 pence per share (approximately £241 million), creating a de facto auction dynamic.
• The CABP share price has been trading above the Helios firm offer since the StoneX approach was disclosed, signalling market expectations of a higher eventual bid from one or both parties.
• StoneX’s strategic rationale, combining its global payments network with CAB Payments’ emerging markets corridors and central bank relationships, is coherent and could justify a materially higher offer price.
• The UK Takeover Panel will set a formal deadline for StoneX to either escalate to a firm offer or stand down under Rule 2.8, which would bar re-approach for a defined cooling-off period.
• Medium-term guidance from CAB Payments management targeting high-teens to low-twenties annual income growth implies an intrinsic valuation ceiling significantly above both current bids, assuming execution holds.
• The independent board’s governance handling, including the exclusion of Helios-aligned directors from deliberations and a unilateral rejection announcement, reflects a proactive stance designed to protect minority shareholder interests.
• CAB Payments’ scarcity value as a regulated, relationship-led emerging markets payments platform makes it an attractive strategic asset, but the complexity of multi-jurisdictional regulatory approvals will weigh on deal timelines and terms.
• For the broader UK-listed fintech and cross-border payments sector, the CAB Payments contest reinforces that proprietary emerging market networks command strategic premiums that pure financial metrics often understate.