REG - Amigo Holdings PLC - Board Changes

Amigo HoldingsAnnouncement

09/12/2019 07:05

RNS Number : 1246W
Amigo Holdings PLC
09 December 2019
 


 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
9 December 2019
 
Amigo Holdings PLC
("Amigo" or the "Company")
Board Changes
Amigo today announces a number of changes to the Board including the appointment of new non-executive Directors, the Chairman of the Board and the Chair of the Remuneration Committee standing down through an orderly process and the resignation of the CEO.
Richmond Group appointees
As announced on 22 November 2019 and 29 November 2019, Richmond Group Ltd ("RGL") has notified the Company of its intention to exercise its right to appoint non-executive directors under the terms of the Relationship Agreement signed between the Company and RGL on 29 June 2018. The Board (following recommendation from the Nomination Committee) has approved the appointment of each of RGL's nominees, James Benamor and Kelly Black.
Subject to the completion of outstanding legal formalities James Benamor is appointed as a non-independent, non-executive director with effect from 9 December 2019.
James Benamor, the founder and previous CEO of Amigo, was previously a director of the Company from 20 April 2016 until he stepped down as a director on 30 September 2018. James manages his business interests through RGL, his family investment office, which he controls. RGL owns 288,350,667 ordinary shares of 0.25 pence each of the Company, being 60.66% of the issued share capital of the Company.
The appointment of Kelly Black as a non-independent, non-executive director will take effect once the Company has recruited an additional independent non-executive director (in order to maintain the necessary balance of independent non-executive directors to other directors in accordance with the UK Corporate Governance Code) or, in accordance with the Relationship Agreement, by no later than 28 May 2020.
Kelly Black is currently Head of Measurement & Improvement at RGL. She was a member of Amigo's founding team and has held senior positions as Head of Audit and Head of Measurement & Improvement at Amigo before leaving to take up the position at RGL.
Chairman of the Board, Chair of the Remuneration Committee and the CEO
In the light of the RGL director appointment, the Chairman of the Board, Stephan Wilcke has concluded that it is more appropriate for the Company to be chaired by a new Chairman. Accordingly he has informed the Board that he does not intend to seek re-election at the Company's next annual general meeting in 2020.
For corresponding reasons, the Chair of the Remuneration Committee, Clare Salmon has also indicated that it is her intention to step down from the Board at the first suitable opportunity.
The effective date of each of their departures will be confirmed in due course but will be effected through an orderly and staged process and a search for each of their successors will start as soon as possible. Both Stephan and Clare intend to work with and assist the Company, to the appropriate extent, in identifying and appointing suitable individuals to ensure the Company continues to comply with the UK Corporate Governance Code and to satisfy its regulatory obligations.
Furthermore, the Company has been notified by Hamish Paton that he has resigned from the role of CEO, subject to his 12 month notice period in order to ensure an orderly transition to a successor.
Stephan Wilcke, Chairman of Amigo, said:
"It has been fascinating and gratifying to lead the Board of Amigo. Clare and I will work with the Board to ensure an orderly succession to take Amigo forward. I'd like to thank Hamish for working with the Board in implementing necessary changes during a challenging period, and his continued commitment until his successor is found."
Additional Information
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.
This announcement constitutes notice by Amigo Luxembourg S.A. (the "Issuer") to the holders of the Issuer's 7.625% Senior Secured Notes due 2024 (for the notes issued pursuant to Rule 144A of the United States Securities Act of 1933, ISIN: XS1533928468 and Common Code: 153392846; for the notes issued pursuant to Regulation S of the United States Securities Act of 1933, ISIN: XS1533928625 and Common Code: 153392862) (the "Notes") issued pursuant to pursuant to Section 4.03(a)(3) of an indenture dated January 20, 2017 among, inter alia, the Issuer, the guarantors named therein and U.S. Bank Trustees Limited, as trustee and security agent.  Amigo Holdings PLC is the indirect parent company of the Issuer. This announcement shall constitute a "Report" to holders of the Notes.
There are no additional details to disclose in respect of Listing Rule 9.6.1(1)-(6).
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014.
The person responsible for this announcement is Roger Bennett, Company Secretary.
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Contacts:
Hawthorn Advisors   amigo@hawthornadvisors.com
Lorna Cobbett             Tel: 020 3745 4960
Victoria Ainsworth
 
Amigo Holdings PLC  investors@amigo.me              
Kate Patrick,                Head of Investor Relations    
Roger Bennett,            Company Secretary                            
Notes to Editors:
About Amigo Loans
Amigo Holdings PLC ("Amigo" or the "Company") is listed on the main market of the London Stock Exchange (ticker: AMGO). Amigo is a leading provider of guarantor loans in the UK and offers access to mid-cost credit to those who are unable to borrow from traditional lenders due to their credit histories.
The guarantor loan concept introduces a second individual to the lending relationship, typically a family member or friend with a stronger credit profile than the borrower. This individual acts as guarantor, undertaking to make loan payments if the borrower does not.
Amigo was founded in 2005 and has grown to become the UK's largest provider of guarantor loans in the UK. In the process, Amigo's guarantor loan product has allowed borrowers to rebuild their credit scores and improve their ability to access credit from mainstream financial service providers in the future.
Amigo is a mid-cost credit provider with one simple and transparent product - a guarantor loan at an APR of 49.9%, with no fees, early redemption penalties or any other charges.
Amigo Loans Ltd and Amigo Management Services Ltd are authorised and regulated in the UK by the Financial Conduct Authority (FCA).
 




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