REG - Amigo Holdings PLC - Appointment of strategic consultant

Amigo HoldingsAnnouncement

28/03/2024 07:15

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RNS Number : 6000I  Amigo Holdings PLC  28 March 2024

28 March 2024

Amigo Holdings PLC

("Amigo" or the "Company")

 

Appointment of Jim McColl as strategic consultant

Placing of new shares

Total Voting Rights (TVR)

 

Amigo Holdings PLC ("Amigo") is pleased to announce that it has today engaged
Jim McColl to act as a Board Consultant. In that role, Jim McColl will assist
the Board in identifying potential strategic opportunities for Amigo to
continue as a listed company by way of a reverse takeover. At this very early
stage, there can be no certainty that a reverse takeover will take place and
any such transaction will inter alia require shareholder approval and a new
application for listing in accordance with Listing Rule 5.6. The Board expects
that Jim McColl will be formally appointed a non-executive Director of Amigo,
once the new issue of shares, described below, has been completed. Jim McColl
brings nearly 30 years' experience of creating investor value by building
businesses. Further background information on Jim McColl is set out below.

The engagement of Jim McColl has been made in the context of Amigo's group's
ongoing Scheme of Arrangement ("Scheme") pursuant to which Amigo's current
operating subsidiary, Amigo Loans Ltd ("ALL"), is being run-off and
subsequently placed into Liquidation, with effectively all value being for the
benefit of creditors under the Scheme.

Whilst the potential future options for Amigo are being developed, Peterhouse
Capital Limited ("Peterhouse") has arranged the following placing of
95,019,200 new ordinary shares of 0.25p each fully paid ("new Ordinary
Shares") at an issue price of 0.25p per share ("Placing Price") ranking pari
passu in all respects with the existing issued ordinary shares ("Placing"):

-     23,766,400 new Ordinary Shares raising £59,416 before expenses,
representing 5% of Amigo's existing issued share capital ("First Placing
Shares"); and

-     A further 71,252,800 new Ordinary Shares raising £178,132 before
expenses, representing 14.99% of Amigo's existing issued capital ("Second
Placing Shares"). This issue of the Second Placing Shares is conditional upon
shareholders approving the waiver of their pre-emption rights at a General
Meeting which will be convened in due course and also on regulatory approval
for an intra group funding reorganisation.

In each case, the issue of the new Ordinary Shares is conditional upon
admission to listing on the premium segment of the Official List.

The additional capital raised by the Placing will be used to provide working
capital to Amigo to pay primarily the costs of this transaction and fund some
of the costs associated with exploring potential reverse takeover
opportunities including consultancy costs. Based on the Company's current
estimates of the transaction costs and  other ongoing costs, the capital
raised from the issue of the new Ordinary Shares is expected to extend the
runway, until Amigo itself requires further funding, for up to a year.

Application will be made for the First Placing Shares to be listed on the
premium segment of the Official List and to be admitted to trading on the main
market for listed securities of the London Stock Exchange, which is expected
to be on 5 April 2024 ("Admission").

Immediately following Admission of the First Placing Shares, the enlarged
share capital of the Company will comprise 499,100,016 ordinary shares of
0.25p each ("Ordinary Shares"). Each Share has one voting right. No Shares
are held in treasury. The above figure may, following Admission, be used by
shareholders as the denominator for the calculation by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.

A circular seeking shareholder approval for the authorities necessary to issue
the Second Placing Shares will be sent to shareholders shortly.

Peterhouse has been appointed as broker to Amigo. Beaumont Cornish continues
to be Amigo's Listing Sponsor.

This announcement has no impact on the timing of redress payments to the
Group's Scheme creditors or the obligation on the trading subsidiary Amigo
Loans Ltd to liquidate under the Scheme.

Quote:

Jonathan Roe, Chair of Amigo commented:

"Jim McColl has an impressive track record of creating valuable businesses for
investors and we are looking forward to working with him as we continue to
seek a better solution for shareholders that presents the opportunity of
restoring some value to them. There is no guarantee that a transaction will
result, but with Jim's track record we believe we have increased the
possibility of being able to do so."

 

APPENDIX

Jim McColl has specialised in creating investor value by building businesses
for nearly three decades. Over that period, he has invested in 20 platform
acquisitions, overseen 15 exits including 2 public listings and led a number
of public to private transactions, mergers, demergers, spin outs and
turnarounds.

This has included the successful turnaround of Clyde Blowers plc, a small
engineering company with a full listing on the London Stock Exchange, in which
he bought a 29.9% stake in 1992. With a 3 % market share, he led the
acquisition strategy of six of the company's seven global competitors
capturing a 60% share of the world market over 5 years before taking the
company private.

Over the past 30+ years Jim McColl has been the chief architect of significant
expansion and growth for Clyde Blowers, developing the business into a
portfolio of global engineering companies.

In May 2007, the acquisition of Weir Pumps (Glasgow) from The Weir Group PLC
was announced. The diverse portfolio of technologies, process knowledge and
expertise generated by Weir Pumps was incorporated into a newly created
company, Clyde Pumps Ltd, and in so doing 600 jobs and an important part of
Scotland's engineering heritage was saved.

In September 2008, Jim led the largest transaction in Clyde Blowers' history
by acquiring the entire Fluid & Power Division of Textron Inc, an American
Fortune 500 multi-industry company in a deal worth over $1 billion. This
included a US company, Union Pumps, which was merged with Clyde Pumps in 2008
to form Clyde Union Pumps. The combined business was sold 3 years later in
2011 for a return of 4 x invested capital and a 60% IRR.

More recently, in 2018, Jim founded AlbaCo (now Alba Bank) with a view to
establishing a new Scottish based challenger Bank focussed on serving the SME
market with dedicated relationship management and modern digital IT. Alba Bank
expects to be awarded a full Banking Licence during the 2nd half of 2024
enabling it to take deposits and start lending.

Jim is actively involved in promoting enterprise and enterprise education with
a particular interest in improving the life chances for disadvantaged young
people. In 2014 he set up Newlands Junior College. His vision was to create a
Junior College for young teenagers at risk of disengaging from local secondary
schools that would give them support and opportunity to move on to a
successful and rewarding future by providing alternative curricular
programmes.

Newlands' alternative approach to their education in years S3 and S4 which, in
addition to academic subjects, combined vocational training, life skills,
nutrition and outdoor activities. 92.1% of the students achieved a positive
outcome (moving into employment or further education) after graduating. It was
an outstanding success.

Contacts:

 Amigo Holdings PLC             investors@Amigo.me
  Nick Beal                     Company Secretary

 Media Enquiries                Amigoloans@lansons.com (mailto:Anchorloans@lansons.com)

 Louis Wilson                   079509 70366

 Corporate Broker               Peterhouse Capital Limited

 Lucy Williams / Duncan Vasey   020 7469 0936

 Sponsor                        Beaumont Cornish

                                020 7628 3396

Beaumont Cornish

020 7628 3396

 

 

Notes to Editors:

About Amigo Loans

Amigo is a public limited company registered in England and Wales with
registered number 10024479. The Amigo Shares are listed on the Official List
of the London Stock Exchange. On 23 March 2023 Amigo announced that it has
ceased offering new loans, with immediate effect, and would start the orderly
solvent wind-down of the business. Amigo provided guarantor loans in the UK
from 2005 to 2020 and unsecured loans under the RewardRate brand from October
2022 to March 2023, offering access to mid‐cost credit to those who were
unable to borrow from traditional lenders due to their credit histories.
Amigo's back book of loans is in the process of being run off with all net
proceeds due to creditors under a Court approved Scheme of Arrangement.

Amigo Loans Ltd and Amigo Management Services Ltd are authorised and
regulated in the UK by the Financial Conduct Authority.

Additional Information

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Sponsor as
defined in the FCA Listing Rules and is authorised and regulated by the FCA.
Beaumont Cornish Limited is acting exclusively for the Company and for no one
else in relation to the matters described in this announcement and is not
advising any other person and accordingly will not be responsible to anyone
other than the Company for providing the protections afforded to clients of
Beaumont Cornish Limited, or for providing advice in relation to the contents
of this announcement or any matter referred to in it.

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation, or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell, or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise.

Forward looking statements

This announcement contains certain forward-looking statements. These include
statements regarding Amigo Holdings PLC's intentions, beliefs, or current
expectations and those of our officers, Directors and employees concerning,
amongst other things, our financial condition, results of operations,
liquidity, prospects, growth, strategies, and the business we operate. These
statements and forecasts involve risk, uncertainty, and assumptions because
they relate to events and depend upon circumstances that will or may occur in
the future. There are a number of factors that could cause actual results or
developments to differ materially from those expressed or implied by these
forward-looking statements. These forward-looking statements are made only as
at the date of this announcement. Nothing in this announcement should be
construed as a profit forecast. Except as required by law, Amigo Holdings PLC
has no obligation to update the forward-looking statements or to correct any
inaccuracies therein.

Market Abuse Regulations

The information contained within this announcement would have, prior to its
release, constituted inside information as stipulated under Article 7 of the
Market Abuse Regulations (EU) No.596/2014 as incorporated into UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 (together, "UK MAR").
Upon the publication of this announcement by a regulatory information service,
this inside information will be considered to be in the public domain. For the
purposes of UK MAR, the person responsible for arranging for the release of
this information on behalf of Amigo is Nick Beal, Company Secretary.

 

ENDS

 

 

 

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