REG - Amigo Holdings PLC - Financial Results for the year ended 31 March 2024
25/07/2024 07:00
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RNS Number : 7490X Amigo Holdings PLC 25 July 2024
25 July 2024
Amigo Holdings PLC
Financial Results for the year ended 31 March 2024
Amigo Holdings PLC, ("Amigo", "Amigo PLC" or the "Company"), offered mid-cost
credit in the UK. The lending business is currently progressing through an
orderly solvent wind down. Today it announces results for the year ended 31
March 2024.
Kerry Penfold, Chief Executive Officer commented:
"With initial Scheme payments underway and with the sale of the loan books
almost complete, we are nearing completion of the operational wind down of
the business. I am very proud of and grateful for the resilience of all our
staff and their determination to support customers and each other through this
process."
While it is disappointing to be executing the wind down of Amigo's lending
business, we are continuing our search for a reverse takeover partner,
following our equity raise earlier this year and the appointment of Jim McColl
as strategic consultant. If a reverse takeover were to go ahead, it would
deliver some value to shareholders that would otherwise not be possible."
Operational Headlines
· On 23 March 2023, Amigo PLC switched to the Fallback Solution under
the Group's Scheme of Arrangement.
· Subsequently, the Board determined that the financial statements will
no longer be prepared on a going concern basis (see note 1 of the Financial
Statements).
· The priorities now are to complete the orderly wind down of the
business as outlined under the Scheme's Fallback Solution, to realise assets
to maximise return for Scheme creditors, and to look after the wellbeing of
our remaining employees.
· Collection or sale of all loan books is substantively complete.
· Initial processing of claims made under the Group's Scheme of
Arrangement is now almost complete.
· Staff numbers have reduced accordingly throughout the year under a
planned redundancy programme.
· Amigo PLC has recently raised capital to extend the life of the PLC
while the Board investigates possibilities for an RTO that could benefit
shareholders. Unless an RTO of Amigo PLC takes place, the wind down will leave
no value for shareholders.
· Chief Executive Officer Danny Malone left the business in December
2023, having served his notice period. His role was merged with that of
Kerry Penfold, Chief Financial Officer.
Financial headlines
Figures in £m, unless otherwise stated Year ended Year ended Change %
31 March 2024 31 March 2023
Number of customers(1) '000 12.0 29.0 (58.6)
Net loan book(2) - 45.4 NM
Revenue 3.5 19.3 (81.9)
Complaints provision (balance sheet) (169.4) (195.9) (13.5)
Complaints charge (income statement) (12.1) (19.1) (36.6)
(Loss) before tax (12.7) (34.7) (63.4)
(Loss) after tax(3) (12.6) (34.8) (63.8)
Adjusted profit/(loss) after tax(4) 3.9 (9.3) NM
Basic EPS Pence (2.7) (7.3) (63.0)
EPS (Basic, adjusted)(5) Pence 0.8 (2.0) NM
Net unrestricted cash(6) 90.4 62.4 44.9
Shareholders' equity £0.0m £12.6m (100)
*NM = not meaningful
· Reflecting the wind down of operations, and the accrual of all future
business wind down overheads, net assets have decreased to £0.0m (FY23:
£12.6m).
· All net assets remaining after the wind down of operations are
pledged to Scheme creditors.
· Revenue declined 81.9% as all new lending ceased, and the remaining
loan book substantially reached the end of its term.
· An impairment credit was recognised in the period of £7.2m due to
sales of previously charged-off loans as well as net recoveries post
charge-off.
· Administrative and other costs decreased 50.8% year on year, leading
to a loss before tax of £12.7m (FY23: £34.7m).
· All debt, other than standard trade creditors, was repaid in the
previous year. Cash held at 31 March 2024 was £174.9m, of which £84.5m was
restricted, primarily to pay Scheme creditors.
Notes to summary financial table:
(1 ) Number of customers represents the number of accounts with a balance
greater than zero, exclusive of charged off accounts.
(2 ) Net loan book represents total outstanding loans less provision for
impairment excluding deferred broker costs. In the current year the net loan
book is zero as treated as remaining loans treated as available for sale
assets.
(3 ) (Loss) after tax otherwise known as (loss) and total comprehensive
(loss) to equity shareholders of the Group as per the financial statements.
(4) Adjusted profit/(loss) after tax excludes items due to their exceptional
nature including: write-back of complaints provision, restructuring and
onerous contract provisions. None are business-as-usual transactions. Hence,
removing these items is deemed to give a view of underlying profit adjusting
for non-business-as-usual items within the financial year.
(5) Basic adjusted (loss)/earnings per share is a non-IFRS measure and the
calculation is shown in note 12 of the financial statements. Adjustments to
(loss)/profit are described in footnote 4 above.
(6)Net unrestricted cash is defined as unrestricted cash and cash equivalents
less borrowings and unamortised fees.
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 Nicholas Beal, Company Secretary.
Analyst and investor conference call and webcast
Amigo will be hosting a Zoom meeting for shareholders today (Thursday 25(th)
July) at 1.00pm (BST).
The Zoom details are:
Meeting ID: 857 6484 5967
Passcode: 036184
The presentation pack will be available
at: https://www.amigoplc.com/investors/results-centre
(https://www.amigoplc.com/investors/results-centre) .
Contacts:
Amigo
Kerry Penfold, CEO & CFO
Nick Beal, Company
Secretary
investors@amigo.me (mailto:investors@amigo.me)
Lansons
amigoloans@lansons.com
(mailto:amigoloans@lansons.com)
Tony Langham
Ed Hooper
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 are 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 or
sold 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.
Forward looking statements
This report 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.
Chair's Statement
In March 2023, we made the incredibly difficult decision to switch to the
Fallback Solution under the Group's Scheme of Arrangement. This was the end
of a long struggle to revive the lending business and the start of a difficult
wind down. Initially, we thought wind down would take 12 months, but we came
across unexpected complexity during the process. However, we are now nearing
the end and on course to exceed our forecast of the amount available for
Scheme creditor redress.
By the end of our financial year, we had paid over £33m in refunds to over
15,000 consumers as part of the Scheme process. Between April and June 2024,
we paid another £47m in refunds to over 18,000 consumers. For completeness,
these refunds are for customers with a valid Scheme claim who made loan
payments to Amigo after the Scheme took effect (26 May 2022) and (in some
cases) between 1 December 2021 and the date the Scheme took effect. I am
pleased that separate from this, the Scheme Supervisors have recently declared
an Initial Scheme Payment of 12.5p per pound. We are in the process of
paying that Initial Scheme Payment to Scheme creditors, and by the end of
June, we had paid £66.5m of this initial amount. A final Scheme payment will
be made when all assets and liabilities of the Amigo Loans business have been
realised, and we still expect that the total of the Scheme payments
(initial and final payments) will not be less than 17p per pound.
Amigo PLC
Meanwhile, in line with our duties under the Companies Act, we have continued
to explore all avenues for the benefit of Amigo PLC shareholders and all
stakeholders by speaking to a number of parties about a potential transaction.
In June 2023, Amigo PLC entered into a period of exclusivity to allow Michael
Fleming, a financier and existing shareholder, to explore finding and
completing a debt investment in the Company or its subsidiaries. We are
grateful for Mr Fleming's enthusiasm and persistence in this.
Unfortunately, despite everyone's best efforts, we were unable to secure
investment to continue our new (RewardRate) lending business. This reflected
the increasingly challenging conditions for UK lenders. The backdrop of
interest rate uncertainty, continued regulatory change, and the cost-of-living
crisis, made the environment to establish sustainable and profitable mid-cost
lending almost impossible, and this situation continues today.
We began to seek opportunities for a Reverse takeover ("RTO") as the only
possible prospect of delivering any future value for Amigo PLC shareholders.
Shares were suspended from trading in October 2023 to explore a potential RTO
with Craven House Capital plc and others. This would have involved the Group
acquiring early-stage businesses involved in music and film streaming, a
worldwide digital magazine platform, and a payments provider along with a cash
subscription. Unfortunately, this was unsuccessful for reasons outside Amigo's
control, and in November, the share trading suspension was lifted.
In March 2024, we announced a proposal to place 95,019,200 new ordinary shares
at an issue price of 0.25p per share. As part of this, Jim McColl was
appointed as a Strategic Consultant to the Board.
Jim brings nearly thirty years of experience creating value for investors by
building businesses and has been helping identify potential opportunities for
Amigo to continue as a listed company using a RTO. Although any such deal will
likely result in a significant dilution for shareholders, we feel a RTO would
be in their best interests, given the wind down of the existing Group (Amigo
Holdings PLC and its subsidiaries).
In April, shortly after the end of the accounting period, we held a General
Meeting to approve the necessary waiver of pre-emption rights. These new
shares have been issued and raised just over £235,000 before expenses. Based
on Amigo PLC's current estimates, the new capital is expected to extend its
runway to the end of the financial year until Amigo PLC itself requires
further funding.
It is important to state that a RTO cannot be guaranteed at this stage. Any
such transaction will require shareholder approval and a new application for
listing.
Unfortunately, if this strategy does not succeed, there will be no remaining
value in the Company for shareholders. The Company will need to convene a
separate General Meeting to seek approval to delist the Company and enter
Amigo PLC into a Member's Voluntary Liquidation.
Culture and Conduct
As I noted last year, we recognised the failings of the past and worked hard
to develop a culture that put customers first. This has continued during wind
down and the sale of our remaining loan books. There have been significant
challenges in implementing a complex Scheme at scale and recognising the
diverse circumstances of claimants. The complexities are largely derived from
the guarantor lending model that Amigo innovated and the interactions between
borrowers and guarantors. However, our team has strived to deliver excellent
service in these difficult circumstances.
Our People
Our people are our greatest asset, and the resilience and adaptability they
have shown continue to be remarkable. All our employees have operated knowing
they will be made redundant as part of the Scheme process. Yet, they have
continued to keep a clear focus on serving Amigo and its customers. On behalf
of the Board, I would like to thank our current staff and those who have
already left the business for their unerring commitment and energy over this
immensely difficult period. A key priority for us is the wellbeing of our
teams. We are committed to looking after those that remain with us as we
progress through the wind down and complete the Scheme, and preparing them for
their onward journey as they leave the business.
Board
Throughout the year, we have operated with a reduced number of Directors. This
has been appropriate in the circumstances considering the need to manage
costs.
At the end of December, Danny Malone stepped down as CEO, having progressed
the business well into wind down. This was another sad day for Amigo. Danny
was a tireless leader of the executive team in our search to secure
commitments for new financing, and he was integral to getting our RewardRate
product into the market.
Danny resigned and worked his notice period, and received no redundancy or
compensation for loss of office. In January 2024, Kerry Penfold assumed his
role in addition to her responsibilities as Chief Financial Officer. Nick
Beal, Chief Restructuring Officer and General Counsel, was appointed Company
Secretary following the departure of Roger Bennett, who had been in the role
since 2019.
Looking ahead
Operational wind down is nearly complete.
The Group has changed beyond recognition since wind down began. However,
recent investment offers the hope of a positive future for the Amigo PLC
separate from its current subsidiaries.
Jonathan Roe
Chair
24 July 2024
Chief Executive's Financial and Non-Financial Review
Amigo's Scheme of Arrangement contained both a Preferred Solution (allowing
the business to continue lending) and a Fallback Solution. On 23 March 2023,
the Board announced that it had taken the very difficult decision to switch
the Scheme from the Preferred Solution to the Fallback Solution. This meant we
entered an orderly wind down process. The trading subsidiary, Amigo Loans Ltd
("ALL"), immediately ceased new lending and began realising all assets, in
line with the Court order requirement that all surplus after the wind down is
transferred to the Scheme creditors. This is reflected in the consolidated
balance sheet, which shows no shareholder equity in the current business.
In due course, ALL will be liquidated, as required by the Fallback Solution.
As ALL is the only revenue-generating business within the Group, it is
expected that other subsidiaries in the Group will be liquidated alongside it.
After year end, Amigo PLC raised a small amount of capital that would allow it
to meet some costs independent of the trading business, potentially providing
an alternative to liquidation.
Wind down strategy
While our objectives changed as we entered Fallback, our previously reported
strategic pillars remained relevant throughout this period with a strong focus
on costs, maintaining good governance and operating responsibly to meet our
customers' needs for the remainder of their relationship with us.
We sought to maximise returns to Scheme creditors by collecting our remaining
loan books efficiently. Our strategy included reduced settlement offers to
customers and selling portfolios of debt and remaining live loans through a
competitive tender process. This included selling all the RewardRate loans in
January 2024.
As at the end of March 2024, we had c.12,000 legacy borrowers with open loan
positions, with the average loan balance being c.£1,300. In May 2024, after
the end of the accounting period, we sold the bulk of our remaining live loan
'Amigo Loans' portfolio and have effectively ceased collections activity.
Specific cash conservation measures have been taken to maximise returns to
Scheme creditors. This included two moves to smaller premises, the first in
May 2023 and the second in July 2024. We have continued to carefully monitor
overheads with the cancellation of non-essential contracts. However, this is a
solvent wind down, and any services provided by our suppliers will continue to
be paid for in accordance with contractual terms.
The wellbeing of our people will also remain a focus throughout the wind down.
While it has been necessary to cut costs through planned staff reductions, it
is equally necessary that we retain key roles and provide support for our
people throughout the process.
Effective governance and open dialogue with our Regulator have been maintained
throughout the wind down process as we focus on delivering the best outcome
possible for all our stakeholders. In March 2024, we applied for cancellation
of regulatory permissions for both ALL and Amigo Management Services Limited
("AMSL") as required under our wind down plan. This application remains in
process.
The Scheme
Our focus has been on the completion of the Scheme, but this has been beset by
complexity and challenge. We received over 209,000 claims, significantly more
than anticipated. More of those claims were fully or partially upheld than we
predicted. This has naturally led to a greater volume of administration and
complexity in dealing with the claims than we originally expected. This
stretched our resources and regretfully led to delays in resolving claims and
returning monies to claimants.
We are pleased to report that the determination of Scheme claims has now been
largely completed. As at 30 June 2024, £66.5m had been returned to claimants
within the Scheme, with a further £118m written off from loan balances.
Amigo PLC
We also seek to add value to Amigo PLC, which is in line with our duties under
companies' legislation to consider the interests of all stakeholders.
Since the Group started the orderly wind down of its lending business, the
Company has remained open to any expression of interest from third parties in
all or any assets of the business. In the year 2023/4, this involved a period
where shares were suspended to allow discussions under an exclusivity
agreement with a potential RTO candidate. Unfortunately, this was unsuccessful
for reasons outside Amigo PLC's control.
In March, we announced the proposed placing of 95,019,200 new ordinary shares
at an issue price of 0.25p per share. In April 2024 (after the year-end), we
held a General Meeting to approve the necessary waiver of pre-emption. These
new shares have been issued and raised just over £235,000 before expenses.
Based on Amigo PLC's current estimates, the new capital is expected to extend
its runway until the end of the current financial year, after which Amigo PLC
would require further funding to avoid insolvency.
As part of this fundraising, we also announced that we had engaged Jim McColl
as a Board Consultant to help identify potential strategic RTO opportunities.
However, should a viable alternative solution not emerge within this extended
runway period, there will be no remaining value in the Company for
shareholders, and the Company will need to convene a separate General Meeting.
During this meeting, shareholder approval will be sought to delist the Company
from the London Stock Exchange and to enter Amigo PLC into a Members Voluntary
Liquidation.
Our People
Our people have always been what makes Amigo special. Within the Fallback
Solution, we require a reducing number of existing roles. On 24 March 2023,
just before the end of the last financial year, all employees were placed at
risk of redundancy, and we entered a period of consultation, which continues
for everyone remaining. Many of these colleagues had been with us for a
significant part of, if not all, their careers. It was our priority to support
them, both while they remained with us and in their preparation and search for
their next role outside Amigo. Over the year, we reduced staff numbers from
193 to 94, and after the year-end, we have continued this process, with just
41 remaining at the end of June 2024.
Financial Review
Overall financial performance
This year's financial performance reflects the active winding down of
operations. Net assets decreased to £0.0m (FY 2023: £12.6m). All net assets
remaining after the wind down of operations are pledged to Scheme creditors.
Net loss after tax was £12.6m compared to a loss of £34.8m in the prior
year. This reflects the decreasing size of the business, with the fall in
expenditure largely due to reduced staff costs.
Revenue
Revenue declined 81.9% to £3.5m over the 12 months as all new lending ceased
and the remaining loan book substantially reached the end of its term. The
decline in revenue is reflected in customer numbers, which fell 58.6% to
12,000 (FY 2023: 29,000).
Impairment
An impairment credit of £7.2m was recognised in the period (FY 2023: credit
of £3.4m). The credit was primarily due to sales of previously charged-off
loans in the period, as well as post-charge-off recoveries.
At 31 March 2024, the loan book was recognised as a held-for-sale asset valued
at £2.7m, unlike previous years in which the loan book carried an IFRS9
valuation (2023: £45.7m). No provision was made for future impairment as the
loan book was held at fair value based on the expected proceeds from the sale.
In May and July 2024, after the year end, the remaining loan book not subject
to Scheme claims, was sold to a third party following a competitive tender
process.
The Scheme provision has decreased from the prior year to £169.4m (FY 2023:
£195.9m). The provision substantially comprises three elements: (i) cash
redress due to be paid by Scheme Co at pence in the pound; (ii) cash refunds,
or loan balance adjustments, due to be received from ALL in full; (iii) costs
to be incurred wholly in conjunction with completing the Scheme.
Delays in processing Scheme claims meant that payments to claimants commenced
in February 2024, later than anticipated. At the year-end Amigo had made cash
payments of £33.2m to a portion of claimants who were due refunds in full
from ALL. Since the year-end, a further £47m has been refunded, amounting
substantially to all refunds owing under the Scheme.
In May 2024, an Interim Scheme Payment of 12.5p in the pound was declared and
has now been substantially paid to all eligible claimants. We anticipate that
a second and final payment will be declared later this financial year, and in
the region of £200m will have been paid out to Scheme creditors.
The income statement charge of £12.1m (2023: £19.1m) reflects:
● an underlying increase in our estimate of the cash available to
redress claimants (2024: £ 106.5m; 2023: £97.1m);
● the utilisation and re-estimation of overheads and wind down
provisions.
● the reclassification of impairment provision on loans that will
receive a balance adjustment in the Scheme.
Although substantial progress has been made through the year on the
decisioning of claims and calculation of redress due, an element of estimation
remains in both the final redress number and the cost to complete the Scheme.
Further information and sensitivity analysis can be found in note 2.2 to the
Financial Statements.
Cost management
Administrative and other operating costs decreased by £18.4m (50.8%) to
£17.8m. The main categories of expenditure included in administrative and
other operating expenses are employee costs of £10.5m (2023: £17.3m),
licence fees of £1.4m (2023: £2.5m) and legal, professional and consultancy
fees of (£0.1m) (2023: £10.9m).
Last financial year, these figures were elevated due to the costs incurred in
developing the RewardRate product. In addition, in recognition of the wind
down, extensive cost-cutting has taken place across the business, including a
reduction in staff numbers from 193 to 94. The savings from this continue in
the current financial year.
This year, operating costs have been elevated by an accrual for future
business overheads to reduce net assets to zero, reflecting that there is no
underlying value for existing shareholders.
Tax
A tax credit for the year ended 31 March 2024 of £0.1m relates to Amigo's
Luxembourg entity.
Loss for the year
Despite a substantial reduction in revenue, Amigo made a far smaller loss in
2023/4 than the previous financial year. Loss before tax was £12.7m (FY 2023:
£34.7m) with loss after tax of £12.6m (FY 2023: loss of £34.8m). This is
due to reduced costs, earnings on cash deposits and recoveries on previously
charged-off debt from sale and collection.
Our basic loss per share for the year was a loss of 2.7p (FY 2023: loss of
7.3p). Our adjusted basic profit per share for the year was 0.8p (FY 2023:
loss of 2.0p).
Funding and liquidity
All Group debt, save trade credit incurred in the ordinary course of business,
was repaid in the prior financial year. Funding to the Group is now entirely
in cash.
There was an increase in total cash over the year despite the commencement of
redress payments to Scheme creditors (see table below). This was a result of
strong collections on the remaining loan book and inflows from the debt sale
programme and was helped by strong cost control. In April 2023, in accordance
with the conditions of the Fallback Solution, Scheme Co returned funds to ALL
to ensure it remains well funded for an orderly wind down of operations,
providing a movement of cash from restricted to unrestricted accounts. Through
the year, surplus collections have been paid to Scheme Co, a process that will
continue throughout the wind down period until the liquidation of ALL.
All cash is held in AAA deposit accounts or highly liquid funds. Rising
interest rates and the repayment of all financing debt in the prior period led
to a year-on-year increase in net interest receivable of £5.0m to £6.5m
Summary
It is extremely disappointing to be executing the wind down of the lending
business; it is not the outcome I or any of the Board wanted to see.
However, with the sale of the loan books and the operational wind down nearing
completion, we can take some comfort from being on track to deliver redress to
Scheme claimants above our original forecasts. That is thanks in no small part
to the tremendous effort of our people.
I am very proud of and grateful for the resilience of all our staff and their
determination to support customers and each other.
Kerry Penfold
Chief Executive Officer
24 July 2024
Consolidated statement of comprehensive income
for the year ended 31 March 2024
Year to Year to
31 Mar 24 31 Mar 23
Notes £m £m
Revenue 4 3.5 19.3
Interest payable and funding facility fees 5 - (3.6)
Interest receivable 6.5 1.5
Impairment of amounts receivable from customers 7.2 3.4
Administrative and other operating expenses 7 (17.8) (36.2)
Complaints provision expense 18 (12.1) (19.1)
Total operating expense (29.9) (55.3)
(Loss) before tax (12.7) (34.7)
Tax credit/(charge) on (loss) 10 0.1 (0.1)
(Loss) and total comprehensive (loss) attributable to equity shareholders of
the Group(1)
(12.6) (34.8)
The (loss) is derived from continuing activities.
(Loss) per share
Basic (loss) per share (pence) 12 (2.7) (7.3)
Diluted (loss) per share (pence) 12 (2.7) (7.3)
The accompanying notes form part of these financial statements.
1 There was less than £0.1m of other comprehensive income during the
relevant periods, and hence no consolidated statement of other comprehensive
income is presented.
Consolidated statement of financial position
as at 31 March 2024
31 Mar 24 31 Mar 23
Notes £m £m
Current assets
Customer loans and receivables 13 - 45.7
Property, plant and equipment - 0.3
Right-of-use lease assets 19 - 0.1
Other receivables 16 0.5 1.5
Current tax asset 0.1 0.8
Cash and cash equivalents (restricted)(1) 84.5 107.2
Cash and cash equivalents 90.4 62.4
175.5 218.0
Available for sale assets 14 2.7 1.1
Total assets 178.2 219.1
Current liabilities
Trade and other payables 17 (3.1) (6.0)
Lease liabilities 19 - (0.1)
Complaints provision 18 (169.4) (195.9)
Restructuring provision 18 (5.7) (4.5)
Total liabilities (178.2) (206.5)
Net assets 0.0 12.6
Equity
Share capital 20 1.2 1.2
Share premium 207.9 207.9
Merger reserve (295.2) (295.2)
Retained earnings 86.1 98.7
Shareholder equity 0.0 12.6
The accompanying notes form part of these financial statements.
(1) Cash and cash equivalents (restricted) of £ 84.5m (2023: £107.2m)
materially relates to cash held for the benefit of customers in relation to
payments arising out of the Scheme of Arrangement.
The financial statements of Amigo Holdings PLC were approved and authorised
for issue by the Board and were signed on its behalf by:
Kerry Penfold
Director
24 July 2024
Company no. 10024479
Consolidated statement of changes in equity
for the year ended 31 March 2024
Share Share Translation Merger Retained Total
capital premium reserve(1) reserve(2) earnings equity
£m £m £m £m £m £m
At 1 April 2022 1.2 207.9 0.1 (295.2) 133.9 47.9
Total comprehensive loss - - - - (34.8) (34.8)
Translation reserve - - (0.1) - - (0.1)
Share-based payments - - - - (0.4) (0.4)
At 31 March 2023 1.2 207.9 - (295.2) 98.7 12.6
Total comprehensive loss - - - - (12.6) (12.6)
At 31 March 2024 1.2 207.9 - (295.2) 86.1 0.0
The accompanying notes form part of these financial statements.
1 The translation reserve is due to the effect of foreign exchange
rate changes on translation of financial statements of the Irish entities.
2 The merger reserve was created as a result of a Group reorganisation
in 2017 to create an appropriate holding company structure. The restructure
was within a wholly owned group, constituting a common control transaction.
Consolidated statement of cash flows
for the year ended 31 March 2024
Year to Year to
31 Mar 24 31 Mar 23
£m £m
(Loss) for the period (12.6) (34.8)
Adjustments for:
Impairment movement (7.2) (3.4)
Complaints provision 13.9 28.8
Restructuring provision 3.1 4.5
Tax charge/(credit) (0.1) 0.1
Interest expense - 3.6
Interest receivable (6.5) (1.5)
Interest recognised on loan book (4.8) (30.8)
Share-based payment - (0.4)
Loss on sale of Fixed Assets 0.1 -
Depreciation of property, plant and equipment 0.3 0.5
Operating cash flows before movements in working capital (13.8) (33.4)
Decrease in receivables 1.0 -
(Decrease)/increase in payables (2.8) 0.6
Complaints cash expense (39.6) (12.7)
Restructuring cash expense (1.9) -
Tax refunds/(paid) 0.8 (0.2)
Interest received 6.5 -
Interest paid - (3.4)
Net cash (used in) operating activities before loans issued and collections on (49.8) (49.1)
loans
Loans issued - (2.5)
Collections 48.1 130.6
Other loan book movements 6.8 (2.1)
Decrease in deferred brokers' costs 0.3 1.9
Net cash from operating activities 5.4 78.8
Financing activities
Lease principal payments (0.1) (0.3)
Repayment of external funding - (50.0)
Net cash (used in) financing activities (0.1) (50.3)
Net increase in cash and cash equivalents 5.3 28.5
Effects of movement in foreign exchange - (0.1)
Cash and cash equivalents at beginning of period 169.6 141.2
Cash and cash equivalents at end of period(1) 174.9 169.6
The accompanying notes form part of these financial statements.
1 Total cash is inclusive of cash and cash equivalents (restricted)
of £84.5m (2023: £107.2m). This restricted cash materially relates to cash
held for the benefit of customers in relation to payments arising out of the
Scheme of Arrangement.
Notes to the consolidated financial statements
for the year ended 31 March 2024
1. Material accounting policies
1.1 Basis of preparation of financial statements
Amigo Holdings PLC is a public company limited by shares (following IPO on 4
July 2018), listed on the London Stock Exchange (LSE: AMGO). The Company is
incorporated and domiciled in England and Wales. With effect from 15 June 2023
the Company's registered office is Unit 11a, The Avenue Centre, Bournemouth,
Dorset, United Kingdom BH2 5RP.
The principal activity of the Company is to act as a holding company for the
Amigo Loans Group of companies. Previously, the principal activity of the
Amigo Loans Group was to provide individuals with guarantor loans from £2,000
to £10,000 over one to five years. No new advances on these products have
been made since November 2020. Following FCA approval to return to lending, in
October 2022, Amigo launched, on a pilot basis, a new guarantor loan as well
as an unsecured loan product under the RewardRate brand. With the Fallback
Solution, arising from the Scheme of Arrangement ("Scheme") being implemented,
leading to a cessation of trade and implementation of a wind down plan in
March 2023, there has been no new lending in the twelve months to 31 March
2024. The Group continues to collect its assets and settle liabilities in line
with obligations under the Scheme.
These consolidated Group and Company financial statements have been prepared
on a basis other than going concern and approved by the Directors in
conformity with the requirements of the Companies Act 2006 and these Group and
Company financial statements were also in accordance with International
Financial Reporting Standards ("IFRS") as adopted by the UK. There has been no
departure from the required IFRS standards.
The consolidated financial statements have been prepared under the historical
cost convention except for financial instruments measured at fair value.
The presentational currency of the Group is GBP, the functional currency of
the Company is GBP, and these financial statements are presented in GBP. All
values are stated in £ million (£m) except where otherwise stated.
In preparing the financial statements, the Directors are required to use
certain critical accounting estimates and are required to exercise judgement
in the application of the Group and Company's accounting policies. See note 2
for further details.
Going concern
In determining the appropriate basis of preparation for these financial statements, the Board has undertaken an assessment of the Group and Company's ability to continue as a going concern for a period of at least twelve months from the date of approval of the financial statements.
In undertaking a Going Concern review, the Directors considered the Group's
implementation of the Fallback Solution, announced on 23 March 2023, under the
Scheme. The Fallback Solution required that the Group's sole trading
subsidiary, Amigo Loans Ltd ("ALL") stop lending immediately and be placed in
an orderly wind down, with any surplus cash following the wind down to be
transferred to Scheme creditors. ALL would then be liquidated within two
months of the final Scheme dividend. No residual value would be attributed to
the ordinary shares of the Company. Throughout the year to 31 March 2024 the
Fallback Solution has progressed. Amigo's back book of loans has now been
substantially run off or sold, an interim dividend is being paid to Scheme
creditors, and approximately 75% of the Group's staff have exited the business
since implementation.
Given the cessation of trading on 23 March 2023, alongside no apparent
realistic strategic capital raise or viable alternative solutions, and the
requirement dictated by the Scheme to ultimately liquidate ALL (the Group's
sole cash-generating unit), the Board have determined that the Annual Report
and Financial Statements for the year ended 31 March 2024 will be prepared on
a basis other than going concern, consistent with the prior year. In making
this assessment consideration was given to the potential for the PLC to
attract a reverse takeover or similar transaction. However, such an outcome,
whilst the strategic intention of the Directors, does not have sufficient
certainty in either cashflow or ability to trade to change the basis of
preparation from that adopted in FY23.
The Directors believe there is no general dispensation from the measurement,
recognition and disclosure requirements of IFRS despite the Group not
continuing as a going concern. Therefore, IFRS is applied accordingly
throughout the financial statements. No material adjustments to the carrying
value of consolidated assets or liabilities was required. In light of the wind
down, and there being no value attributable to shareholders from the ongoing
business, an adjustment has been applied to the carrying value of the
investment in subsidiary of the holding company. Refer to note 2a.
The relevant accounting standards for each part of the Financial Statements
have been applied on the conditions that existed and decisions that had been
taken by the Board as at or prior to 31 March 2024.
The Board has prepared a set of financial projections for continued solvent
wind down. Alongside a base scenario which indicates ample liquidity available
through the course of wind down, a downside scenario has been collated that
stresses the primary cash flow risks to the Group.
Stresses have been applied to:
• Increased Scheme liabilities
• Increased overhead spend
Despite the stresses applied, the Group maintains sufficient liquidity in the
period. It is therefore considered only a marginal risk that the Group is
unable to remain solvent during the orderly wind down. The key risks that
would prevent this from being achieved are the risks applied in the downside
scenario alongside potential regulatory action or intervention.
Basis of consolidation
The consolidated statement of comprehensive income, consolidated statement of
financial position, consolidated statement of changes in shareholders' equity,
consolidated statement of cash flows and notes to the financial statements
include the financial statements of the Company and all of its subsidiaries;
see note 26 for a full list of subsidiaries. Subsidiaries are entities
controlled by the Group. The Group controls an entity when it is exposed to,
or has rights to, variable returns through its involvement with the entity and
has the ability to affect those returns through its power over the entity. The
financial statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the date that
control ceases.
All intercompany balances and transactions are eliminated fully on
consolidation. The financial statements of the Group's subsidiaries are
prepared for the same reporting period as the Group and Company, using
consistent accounting policies.
1.2 Amounts receivable from customers
i) Classification
IFRS 9 requires a classification and measurement approach for financial assets
which reflects how the assets are managed and their cash flow characteristics.
IFRS 9 includes three classification categories for financial assets: measured
at amortised cost, fair value through other comprehensive income ("FVOCI") and
fair value through profit and loss ("FVTPL"). Note, the Group does not hold
any financial assets that are equity investments; hence, the below
considerations of classification and measurement only apply to financial
assets that are debt instruments. A financial asset is measured at amortised
cost if it meets both of the following conditions (and is not designated as
FVTPL):
· it is held within a business model whose objective is to hold
assets to collect contractual cash flows; and
· its contractual terms give rise on specified dates to cash flows
that are solely payments of principal and interest ("SPPI") on the principal
amount outstanding.
Financial assets held within a business model that is neither held to collect,
nor held to collect and for sale, would be designated as FVTPL. An example
would be financial assets that are available for sale and therefore have cash
flows maximised through sale.
Business model assessment
In prior years, the Group's business model comprised primarily loans to
customers that were held for collecting contractual cash flows, a held to
collect business model which classifies those assets as held at amortised
cost. The Group deemed that the contractual cash flows were solely payments of
principal and interest ("SPPI") and hence, amounts receivable from customers
were measured at amortised cost under IFRS 9, applying a forward-looking
expected credit loss model ("ECL").
Historically, customers have been derecognised when the entity's contractual
rights to the financial asset's cash flows have expired. Default has been
defined when an account is more than three contractual payments past due.
In light of the decision to enter into the Fallback Solution and the trigger
for an orderly wind down of the business the Board re-evaluated this business
model assessment. In the prior year, the assessment was no longer considered
appropriate for the RewardRate portfolio for which a decision had been made to
sell as a result of the wind down strategy and this was classified as held for
sale as at 31 March 2023 (see note 14). This asset was measured at fair value
accordingly. The accompanying notes referred to IFRS 5 but should have
referred to IFRS 9, as financial assets are outside the scope of IFRS 5 but in
scope for IFRS 9. However, the asset was correctly measured at fair value and
therefore has not been restated. Sale of the RewardRate business was completed
in January 2024.
As at 31 March 2024, the Board has reconsidered the objective of the business
model relating to the residual loan book. The primary objective of the
strategy now is to maximise cash flow through sale. In light of this
reassessment a reclassification is required. The remaining loan book is
available for sale and would therefore be classified and measured as FVTPL
(note 14) as opposed to amortised cost.
1.3 Revenue
Revenue comprises interest income on amounts receivable from customers. Loans
are initially measured at fair value (which is equal to cost at inception)
plus directly attributable transaction costs and are subsequently measured at
amortised cost using the effective interest rate method. Revenue is presented
net of amortised broker fees which are spread over the expected behavioural
lifetime of the loan as part of the effective interest rate method. Revenue is
also presented net of modification adjustments recognised in the period, where
no historical event suggesting a significant increase in credit risk has
occurred on that asset (see notes 1.10.1.d for further details).
The effective interest rate ("EIR") is the rate that discounts estimated
future cash payments or receipts through the expected life of the financial
instrument (or a shorter period where appropriate) to the net carrying value
of the financial asset or financial liability. The calculation takes into
account all contractual terms of the financial instrument and includes any
incremental costs that are directly attributable to the instrument, but not
future credit losses.
Given the intention to sell the remaining loan book, and the immaterial nature
of remaining modification adjustments and unamortised broker fees, these items
have been fully expensed in the year.
1.4 Operating expenses
Operating expenses include all direct and indirect costs. Where loan
origination and acquisition costs can be referenced directly back to
individual transactions (e.g. broker costs), they are included in the
effective interest rate in revenue and amortised over the behavioural life of
the loan rather than recognised in full at the time of acquisition.
1.5 Interest payable
Interest expense is recognised as it accrues in the consolidated statement of
comprehensive income using the EIR method so that the amount charged is at a
constant rate on the carrying amount.
1.6 Dividends
Equity dividends payable are recognised when they become legally payable.
Interim equity dividends are recognised when paid. Final equity dividends are
recognised on the earlier of their approval or payment date.
1.7 Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax
is recognised in the consolidated statement of comprehensive income except to
the extent that it relates to items recognised directly in equity, in which
case it is recognised in equity.
1.7.1 Current tax
Current tax is the expected tax payable or receivable on the taxable income or
loss for the year, using tax rates enacted or substantively enacted at the
consolidated statement of financial position date, and any adjustment to tax
payable in respect of previous years. Taxable profit/loss differs from
profit/loss before taxation as reported in the income statement because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible.
1.7.2 Deferred tax
Deferred tax is provided on temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts
used for taxation purposes. Deferred tax assets are recognised to the extent
that it is probable that future taxable profits will be available against
which the temporary differences can be utilised. Should circumstances arise
where the Group concludes it is no longer considered probable that future
taxable profits will be available against which temporary differences can be
utilised, deferred tax assets will be written off and charged to the
consolidated statement of comprehensive income.
The following temporary differences are not provided for: the initial
recognition of goodwill; the initial recognition of assets or liabilities that
affect neither accounting nor taxable profit other than in a business
combination; and differences relating to investments in subsidiaries to the
extent that they are unlikely to reverse in the foreseeable future. The amount
of deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, using tax rates
enacted or substantively enacted at the consolidated statement of financial
position date.
1.8 Property, plant and equipment ("PPE")
PPE is stated at cost less accumulated depreciation and accumulated impairment
losses. Cost includes expenditure that is directly attributable to bringing
the asset to the location and condition necessary for it to be capable of
operating in the manner intended by management. Where parts of an item of PPE
have different useful lives, they are accounted for as separate items of
property, plant and equipment. Repairs and maintenance are charged to the
consolidated statement of comprehensive income during the period in which they
are incurred.
Depreciation is charged to the consolidated statement of comprehensive income
on a straight-line basis over the estimated useful lives of each part of an
item of property, plant and equipment. The estimated useful lives are as
follows:
• Leasehold improvements 10% straight line
• Fixtures and fittings 25%
straight line
• Computer equipment 50% straight
line
• Office equipment
50% straight line
• Motor vehicles
25% straight line
Depreciation methods, useful lives and residual values are reviewed, and
adjusted if appropriate, at each consolidated statement of financial position
date.
1.9 Provisions and contingent liabilities
Provisions are recognised when a Group company has a present obligation (legal
or constructive) as a result of a past event, it is probable that the Group
company will be required to settle that obligation and a reliable estimate can
be made of the amount of the obligation. The amount recognised as a provision
is the best estimate of the consideration required to settle the present
obligation at the consolidated statement of financial position date, taking
into account the risks and uncertainties surrounding the obligation. Where a
provision is measured using the cash flows estimated to settle the present
obligation, its carrying amount is the present value of those cash flows. For
more details see note 2.2 and note 18.
Since entering wind down, the Group has made provisions for onerous contracts.
During this financial year, following from the decision to sell all remaining
loans, the scope of this onerous contract provision has been widened to
encompass net future overheads of the business not otherwise provided for. The
result of this extended definition of onerous contracts is that the net asset
value attributable to shareholders within the statement of financial position
is nil. This is consistent with the Group's obligations under the Scheme to
return all proceeds from the wind down of ALL, the Group's only trading
entity, to Scheme Creditors.
Contingent liabilities are possible obligations arising from past events,
whose existence will be confirmed only by uncertain future events, or present
obligations arising from past events that are not recognised because either an
outflow of economic benefits is not probable, or the amount of the obligation
cannot be reliably measured. Contingent liabilities are not recognised in the
consolidated statement of financial position but information about them is
disclosed unless the possibility of any economic outflow in relation to
settlement is remote. See note 27 for further details.
1.10 Financial instruments
The Group primarily enters into basic financial instruments transactions that
result in the recognition of financial assets and liabilities, the most
significant being amounts receivable from customers.
1.10.1 Financial assets
a) Other receivables
Other receivables relating to loans and amounts owed by parent and subsidiary
undertakings are measured at transaction price, less any impairment. Loans and
amounts owed by parent and subsidiary undertakings are unsecured, have no
fixed repayment date, and are repayable on demand. The impact of ECLs on other
receivables has been evaluated and it is immaterial.
b) Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions
repayable without penalty on notice of not more than 24 hours. Cash
equivalents are highly liquid investments that mature in no more than three
months from the date of acquisition and that are readily convertible to known
amounts of cash with insignificant risk of change in value. The impact of ECLs
on cash has been evaluated and it is immaterial.
c) Cash and cash equivalents (restricted)
Cash and cash equivalents (restricted) materially relate to cash held for the
benefit of customers in relation to payments arising out of the Scheme of
Arrangement.
d) Modification of financial assets
Where modifications to financial asset terms occur, for example, modified
payment terms following granting of a Covid-19 payment holiday to customers,
the Group evaluates from both quantitative and qualitative perspectives
whether the modifications are deemed substantial. If the cash flows are deemed
substantially different, then the contractual rights to cash flows from the
original asset are deemed to have expired and the asset is derecognised (see
1.10.1.e) and a new asset is recognised at fair value plus eligible
transaction costs.
For non-substantial modifications the Group recalculates the gross carrying
amount of a financial asset based on the revised cash flows and recognises a
modification loss in the consolidated statement of comprehensive income. The
modified gross carrying amount is calculated by discounting the modified cash
flows at the original effective interest rate. For customer loans and
receivables, where the modification event is deemed to be a trigger for a
significant increase in credit risk or occurs on an asset where there were
already indicators of significant increase in credit risk, the modification
loss is presented together with impairment losses. In other cases, it is
presented within revenue.
e) Derecognition
A financial asset (or, where applicable, a part of a financial asset or part
of a group of similar financial assets) is derecognised when:
• the rights to receive cash flows from the asset have expired; or
• the Group has transferred its rights to receive cash flows from
the asset or has assumed an obligation to pay the received cash flows in full
without material delay to a third party under a "pass-through" arrangement and
either:
• the Group has transferred substantially all the risks and rewards
of the asset; or
• the Group has neither transferred nor retained substantially all
the risks and rewards of the asset but has transferred control of the asset.
f) Write-off
Customer loans and receivables are written off the consolidated statement of
financial position when an account is six contractual payments past due, as at
this point it is deemed that there is no reasonable expectation of recovery.
When there is recovery on written-off debts or when cash is received from the
third-party purchaser on the legal purchase date of the assets, recoveries are
recognised in the consolidated statement of comprehensive income within the
impairment charge.
1.11 Merger reserve
The merger reserve was created as a result of a Group reorganisation in 2017
to create an appropriate holding company structure. With the merger accounting
method, the carrying values of the assets and liabilities of the parties to
the combination are not required to be adjusted to fair value, although
appropriate adjustments shall be made through equity to achieve uniformity of
accounting policies in the combining entities. The restructure was within a
wholly owned group, constituting a common control transaction.
1.12 Leases
IFRS 16 distinguishes between leases and service contracts on the basis of
whether the use of an identified asset is controlled by the Group. Control is
considered to exist if the Group has:
• the right to obtain substantially all of the economic benefits from the
use of an identified asset; and
• the right to direct the use of that asset.
Where control, and therefore a lease, exists, a right-of-use asset and a
corresponding liability are recognised for all leases where the Group is the
lessee, except for short-term assets and leases of low-value assets.
Short-term assets and leases of low-value assets are expensed to the
consolidated statement of comprehensive income as incurred.
i) Lease liability
All leases for which the Group is a lessee, other than those that are less
than twelve months in duration or are low value which the Group has elected to
treat as exempt, require a lease liability to be recognised on the
consolidated statement of financial position on origination of the lease. For
these leases, the lease payment is recognised within administrative and
operating expenses on a straight-line basis over the lease term. The lease
liability is initially measured at the present value of the lease payments at
the commencement date, discounted using the incremental borrowing rate, as
there is no rate implicit in the lease. This is defined as the rate of
interest that the lessee would have to pay to borrow, over a similar term and
with similar security, the funds necessary to obtain an asset of a similar
value to the right-of-use asset in a similar economic environment. The
interest expense on the lease liability is to be presented as a finance cost.
The lease liability is subsequently measured by increasing the carrying amount
to reflect interest on the lease, using the effective interest rate method,
and reducing the carrying amount to reflect the lease payments made.
ii) Right-of-use asset
For each lease liability a corresponding right-of-use asset is recorded in the
consolidated statement of financial position.
The right-of-use asset is initially measured at cost and subsequently measured
at cost less accumulated depreciation and impairment losses, adjusted for any
remeasurement of the lease liability. Right-of-use assets are depreciated over
the shorter period of lease term and useful life of the underlying asset, with
the depreciation charge presented under administrative and operating expenses.
The Group's right-of-use assets related to two property leases for offices in
Bournemouth.
1.13 Foreign currency translation
Items included in the financial statements of each of the Group's subsidiaries
are measured using the currency of the primary economic environment in which
the subsidiary operates (the functional currency). The Group's subsidiaries
primarily operate in the UK. The Irish subsidiaries were disposed of in
February 2023. The consolidated and the Company financial statements are
presented in Sterling, which is the Group and Company's presentational
currency.
Transactions that are not denominated in the Group's presentational currency
are recorded, on initial recognition, by applying the spot exchange rate at
the date of transaction. Monetary assets and liabilities denominated in
foreign currencies are translated into the relevant presentational currency at
the exchange rates prevailing at the consolidated statement of financial
position date. Non-monetary items carried at historical cost are translated
using the exchange rate at the date of the transaction. Differences arising on
translation are charged or credited to the consolidated statement of
comprehensive income.
1.14 Defined contribution pension scheme
The Group operates a defined contribution pension scheme. Contributions
payable to the Group's pension scheme are charged to the consolidated
statement of comprehensive income on an accruals basis.
1.15 Items presented separately within the consolidated statement of comprehensive income
Complaints expense is presented separately on the face of the consolidated
statement of comprehensive income. This item is deemed exceptional because of
its size, nature or incidence and which the Directors consider should be
disclosed separately to enable a full understanding of the Group's results.
1.16 Share capital
Financial instruments issued by the Group are classified as equity only to the
extent that they do not meet the definition of a financial liability or
financial asset. The Group's ordinary shares are classified as equity
instruments.
2. Critical accounting assumptions and key sources of estimation uncertainty
Preparation of the financial statements requires management to make
significant judgements and estimates.
Judgements
The preparation of the consolidated Group financial statements in conformity
with IFRS requires management to make judgements, estimates and assumptions
that affect the reported amounts of assets and liabilities at the consolidated
statement of financial position date and the reported amounts of income and
expenses during the reporting period. The most significant uses of judgements
and estimates are explained in more detail in the following sections:
· Complaints provision:
· Estimating the probability, timing and amount of any outflows
(note 2.2.1).
· Restructuring provision:
· Required resource plan and subsequent timing of staff exits
· Assessing supplier requirements and recognition of onerous
contracts
· Available for sale assets:
· Assessing probability and timing of an asset's prospective sale
(note 14)
Estimates
Areas which include a degree of estimation uncertainty are:
· Complaints provisions:
· Upheld Scheme claimants that have made payments post the Scheme
Effective Date which will be due a refund in full. This estimate evaluates
historical data and applies future assumptions for the timing of refunds (note
2.2.1).
· Estimation of the cash liability is based on assumptions around
prospective debt sales and future operating expenses.
· Valuation of the investment in subsidiaries held by parent
company Amigo Holdings PLC (note 2a of Company financial statements).
· Restructuring provision:
· Severance costs of staff exits which are contingent on the timing
of exit and therefore contingent on future resource required.
· Available for sale assets:
· Estimate of expected fair value, valued via an income approach
(note 14).
2.1 Credit impairment
Credit impairment is not applicable in the current year since the customer
loan book has been reclassified as available for sale assets but was
applicable for the year ended 31 March 2023.
In the prior year judgements were required to assess whether the credit risk
of an instrument has increased significantly since initial recognition and
what constituted a definition of default. Estimation uncertainty existed
around calculation of probability of default, the expected balance at default,
the loss arising when default occurs and the incorporation of the impacts
forward looking information and macroeconomic factors have on the credit
impairment calculation.
2.2 Complaints provisions
2.2.1 Complaints provision - estimation uncertainty
The provision represents an accounting estimate of the expected future
outflows arising from certain customer-initiated complaints, using information
available as at the date of signing these financial statements.
Identifying whether a present obligation exists and estimating the
probability, timing, nature and quantum of the redress payments that may arise
from past events require judgements to be made on the specific facts and
circumstances relating to the individual complaints. Management evaluates on
an ongoing basis, revising previous judgements and estimates as appropriate.
The calculation of the complaints provision as at 31 March 2024 is based on
Amigo's best estimate of the future obligation. The Scheme cash redress
provision is £106.5m and is estimated based on future financial projections
of the orderly wind down of the Group, which therefore inherently carries a
degree of uncertainty. This estimate assumes, as per the Scheme, that all
assets of the business are committed to Scheme claimants.
As at 31 March 2024, the Group has recognised a complaints provision totalling
£169.4m in respect of customer complaints redress and associated costs.
Utilisation in the period totalled £38.6m. The total Scheme liability has
decreased by £26.5m compared to prior year, largely due to £33.2m of cash
refunds to Scheme creditors being made during the year, partly offset by
increases in cost estimates and the release of overlap with prior IFRS 9
provision. The closing provision is comprised of an estimate of cash
liability, and an estimate of refunds to upheld Scheme claimants for
collections made since Scheme effective date, which will be redressed in full
and attract compensatory interest.
The following table details the effect on the complaints provision considering
incremental changes on the key assumptions, should current estimates prove too
high or too low.
Assumption used Sensitivity applied Sensitivity (£m)
Cash refunds to upheld Scheme claimants(1) £38.0m +/- 10 ppts +3.8 -3.8
Future overheads(1) £13.0m +/- 10 ppts +1.3 -1.3
( )
1. Sensitivity analysis shows the impact of a 10 percentage point
change in the main component assumptions in the cash redress provision.
The Board considers that this sensitivity analysis covers the full range of
likely outcomes.
3. Segment reporting
The Group has one operating segment based on the geographical location of its
operations, being the UK. IFRS 8 requires segment reporting to be based on the
internal financial information reported to the chief operating decision maker.
The Group's chief operating decision maker is deemed to be the Group's
Executive Committee ("ExCo") whose primary responsibility is to support the
Chief Executive Officer ("CEO") in managing the Group's day-to-day operations
and analyse trading performance.
In the prior year, Amigo Loans Ireland Limited, registered in Ireland, was not
a reportable operating segment, as it was not separately included in the
reports provided to the strategic steering committee. The results of these
operations were included in the "other segments" column in the prior year.
Amigo Loans Ireland Limited was sold by the Group to the CEO of the business
in a management buy-out on 28 February 2023.
In the current year all the Group's performance came from its UK operations.
The table below presents the Group's performance on a segmental basis for the
year to 31 March 2023 in line with reporting to the chief operating decision
maker:
Year to Year to Year to
31 Mar 23 31 Mar 23 31 Mar 23
£m £m £m
Year ended 31 March 2023 UK Other Total
Revenue 19.2 0.1 19.3
Interest payable and funding facility fees (3.6) - (3.6)
Interest receivable 1.5 - 1.5
Impairment of amounts receivable from customers 3.4 - 3.4
Administrative and other operating expenses (37.5) 1.3 (36.2)
Complaints provision expense (19.1) - (19.1)
Total operating (expense)/income (56.6) 1.3 (55.3)
(Loss)/profit before tax (36.1) 1.4 (34.7)
Tax credit on (loss)/profit(1) (0.1) - (0.1)
(Loss)/profit and total comprehensive income attributable to equity (36.2) 1.4 (34.8)
shareholders of the Group
31 Mar 23 31 Mar 23 31 Mar 23
£m £m £m
UK Other Total
Gross loan book(1) 63.4 - 63.4
Less impairment provision (18.0) - (18.0)
Net loan book(2) 45.4 - 45.4
( )
(1) Gross loan book represents total outstanding loans and excludes deferred
broker costs.
(2) Net loan book represents gross loan book less provision for impairment.
In the prior year the carrying value of property, plant and equipment and
intangible assets included in the consolidated statement of financial position
materially all relates to the UK. The results of each segment have been
prepared using accounting policies consistent with those of the Group as a
whole.
4. Revenue
Revenue consists of interest income and is derived from a single segment in
the UK. In the prior year a small proportion of revenue came from Irish entity
Amigo Loans Ireland Limited (see note 3 for further details).
Year to Year to
31 Mar 24 31 Mar 23
£m £m
Interest under effective interest rate method 2.7 19.0
Other income 0.9 0.3
Modification of financial assets (note 6) (0.1) -
3.5 19.3
5. Interest payable and funding facility fees
Year to Year to
31 Mar 24 31 Mar 23
£m £m
Senior secured notes interest payable - 3.7
Funding facility fees - (0.1)
- 3.6
All debt and funding facilities were repaid by the Group in the prior year.
Funding facility fees in prior years include non-utilisation fees and
amortisation of initial costs of the Group's senior secured notes.
6. Modification of financial assets
Covid-19 payment holidays and any subsequent extensions were assessed as
non-substantial financial asset modifications under IFRS 9. The carrying value
of historical modification losses at the year-end was £nil (2023: £0.6m).
Year to Year to
31 Mar 24 31 Mar 23
£m £m
Modification (loss) recognised in revenue (0.1) -
Modification (loss)/ release recognised in impairment (0.1) 0.1
Total modification (loss) /release (0.2) 0.1
7. Operating expenses
The main categories of expenditure included in administrative and other
operating expenses are employee costs £10.5m (2023: £17.3m), insurance
£1.7m (2023: £0.7m), licence fees £1.4m (2023: £2.5m) and legal,
professional and consultancy fees (£0.1m) (2023: £10.9m). In the current
financial year net future overheads of £1.9m have been provided for in line
with the extended definition of onerous contracts (see note 1.9). The
significant variation in expenditure in these categories reflects the changed
circumstances of the Group and the wind down programme of the operating
subsidiaries.
Year to Year to
31 Mar 24 31 Mar 23
Other operating expenses include: £m £m
Fees payable to the Company's auditor and its associates for:
- audit of these financial statements - 0.2
- audit of financial statements of subsidiaries 0.1 0.4
- audit-related assurance services1 - 0.1
Depreciation of property, plant and equipment 0.3 0.5
Depreciation and interest expense on leased assets 0.1 0.3
Defined contribution pension cost 0.3 0.4
1 Other assurance services include reviews of interim financial
statements and other assurance services.
8. Employees
Year to Year to
31 Mar 24 31 Mar 23
£m £m
Employee costs
Wages and salaries 6.7 10.9
Social security costs 0.5 1.4
Cost of defined contribution pension scheme (note 22) 0.3 0.4
Share-based payments (note 21) - (0.2)
Restructuring provision(1) (note 18) 3.1 4.2
-Other (termination payments) - 0.6
10.6 17.3
1 Restructuring provision relates to the cost of redundancies (see note 18
for further details)
The average monthly number of employees employed by the Group (including the
Directors) during the year, analysed by category, was as follows:
Year to Year to Year to Year to
31 Mar 24 31 Mar 23 31 Mar 23 31 Mar 23
UK UK Other Total
Employee numbers
Operations 70 101 7 108
Support 63 101 3 104
133 202 10 212
Operations roles are customer supporting roles such as collections and
complaints handling teams. Support teams include but are not limited to: IT,
HR, finance and legal.
Average headcount decreased by 79 in the current year as compared to prior
year, reflecting the orderly wind down of the business. Headcount at 31 March
2024 was 94.
9. Key management remuneration
The remuneration of the Executive and Non-Executive Directors, who are the key
management personnel of the Group, is set out below in aggregate for each of
the categories specified in IAS 24 Related Party Disclosures.
Year to Year to
31 Mar 24 31 Mar 23
£m £m
Key management emoluments including employers' National Insurance costs 0.8 1.8
Termination payments - 0.6
0.8 2.4
During the year retirement benefits were accruing for one Director (2023: one)
in respect of defined contribution pension schemes. There are no other
benefits relating to key management personnel except for those disclosed
above.
The highest paid Director in the current year received remuneration of
£356,179 inclusive of employers' National Insurance payments (2023:
£1,417,007 inclusive of employers' National Insurance payments, of which
£630,000 related to loss of office payments).
The value of the Group's contributions paid to a defined contribution pension
scheme in respect of the highest-paid Director amounted to £nil due to an
election being made for payment in lieu of pension (2023: £nil).
10. Taxation
The applicable corporation tax rate for the period to 31 March 2024 was 25.0%
(2023: 19.0%) and the effective tax rate is 1.5% (2023: negative 0.3%).
Year to Year to
31 Mar 24 31 Mar 23
£m £m
Corporation tax
Current tax (credit)/ charge on (loss) for the year (0.1) 0.1
Taxation (credit)/ charge on (loss) (0.1) 0.1
A reconciliation of the actual tax charge, shown above, and the (loss) before
tax multiplied by the standard rate of tax, is as follows:
Year to Year to
31 Mar 24 31 Mar 23
£m £m
(Loss) before tax (12.7) (34.7)
(Loss) before tax multiplied by the standard rate of corporation tax in the UK (3.2) (6.6)
of 25% (2023: 19%)
Effects of:
Expenses not deductible for tax purposes 0.7 0.8
Other (0.6) (0.1)
Current-year losses for which no deferred tax asset is recognised 3.2 6.0
Total tax charge for the year 0.1 0.1
Effective tax rate (0.8)% (0.3)%
The Finance Act 2021 increased the UK corporation tax rate from 19% to 25%
with effect from 1 April 2023.
11. Deferred tax
A deferred tax asset is recognised to the extent that it is expected that it
will be recovered in the form of economic benefits that will flow to the Group
in future periods. In recognising the asset, management judgement on the
future profitability and any uncertainties surrounding the profitability is
required to determine that future economic benefits will flow to the Group in
which to recover the deferred tax asset that has been recognised. Further
details of the assessment performed by management and the key factors included
in this assessment can be found under the going concern considerations in note
1.1.
A deferred tax asset of £46.3m at the substantively enacted rate of 25%
(FY23: £41.8m at 25%) has not been recognised given that the Group is now
being wound down, and there is no expectation of suitable future taxable
profits. This is comprised of £40.4m (FY23: £36.3m) in relation to £161.8m
(FY23: £145m) of unutilised tax losses and £5.9m (FY23: £5.6m) in relation
to other timing differences of £23.6m (FY23: £22.3m).
The UK statutory rate for FY24 is 25% (FY23: 19%). Finance Act 2021 increased
the UK corporation tax rate from 19% to 25% with effect from 1 April 2023,
which impacts the deferred tax position in the current period.
12. Profit/(loss) per share
Basic (loss) per share is calculated by dividing the (loss) for the period
attributable to equity shareholders by the weighted average number of ordinary
shares outstanding during the period.
Diluted (loss) per share calculates the effect on (loss) per share assuming
conversion of all dilutive potential ordinary shares. Following the closure of
the performance-related share incentive plans and non-performance-related
schemes, there are no dilutive potential ordinary shares.
31 Mar 24 31 Mar 23
Pence Pence
Basic (loss) per share (2.7) (7.3)
Diluted (loss) per share1 (2.7) (7.3)
Adjusted profit/(loss) per share (basic and diluted)2 0.8 (2.0)
1 The effects of anti-dilutive potential ordinary shares are ignored
in calculating diluted loss per share.
2 Adjusted basic profit/(loss) per share and earnings for adjusted
basic earnings(loss) per share are non-GAAP measures.
Consistent with prior years, the Directors publish an adjusted profit/(loss)
per share for comparison purposes only. There are no profits attributable to
shareholders as net assets, after the cost of collecting the loan book, are
committed to Scheme creditors. Reconciliations of the earnings used in the
calculations are set out below.
31 Mar 24 31 Mar 23
£m £m
(Loss) for basic EPS (12.6) (34.8)
Complaints provision expense 12.1 19.1
Restructuring expense 3.1 4.5
Onerous contract expense 1.3 1.9
Profit/(loss) for adjusted basic EPS1 3.9 (9.3)
Basic weighted average number of shares (m) 475.3 475.3
Dilutive potential ordinary shares (m) - -
Diluted weighted average number of shares (m) 475.3 475.3
1. Adjusted basic profit/(loss) per share and earnings for adjusted
basic profit/(loss) per share are non-GAAP measures.
13. Customer loans and receivables
As at 31 March 2024 it is considered that, under IFRS 9, the customer loan
book satisfies the criteria to be reclassified as an available for sale asset
(note 14).
For the prior year the table shows the gross loan book and deferred broker
costs by stage, within the scope of the IFRS 9 ECL framework.
31 Mar 23
£m
Stage 1 42.2
Stage 2 11.0
Stage 3 10.2
Gross loan book 63.4
Deferred broker costs1 - stage 1 0.2
Deferred broker costs1 - stage 2 0.1
Loan book inclusive of deferred broker costs 63.7
Provision (18.0)
Customer loans and receivables 45.7
(1)Deferred broker costs are recognised within customer loans and receivables
and are amortised over the expected life of those assets using the effective
interest rate ("EIR") method.
Ageing of gross loan book (excluding deferred brokers' fees and provision) by
days overdue for year ended 31 March 2023:
31 Mar 23
£m
Current 43.7
1-30 days 6.7
31-60 days 2.7
>60 days 10.3
Gross loan book 63.4
The following table further explains changes in the gross carrying amount of
loans receivable from customers to explain their significance to the changes
in the loss allowance for the same portfolios.
Year ended 31 March 2023 Stage 1 Stage 2 Stage 3 Total
£m £m £m £m
Gross carrying amount at 1 April 2022 128.8 32.4 24.2 185.4
Deferred broker fees 1.5 0.4 0.3 2.2
Loan book inclusive of deferred broker costs at 1 April 2022 130.3 32.8 24.5 187.6
Changes in gross carrying amount attributable to:
Transfer of loans receivable to stage 1 3.1 (3.0) (0.1) -
Transfer of loans receivable to stage 2 (9.5) 10.1 (0.6) -
Transfer of loans receivable to stage 3 (6.9) (3.2) 10.1 -
Passage of time1 (28.4) (7.8) (3.0) (39.2)
Customer settlements (37.6) (5.9) (1.3) (44.8)
Loans charged off (11.4) (11.9) (20.0) (43.3)
Modification loss relating to Covid-19 payment holidays (note 6) 4.1 0.3 0.9 5.3
Net movement in deferred broker fees (1.3) (0.3) (0.3) (1.9)
Loan book inclusive of deferred broker costs as at 31 March 2023 42.4 11.1 10.2 63.7
1 Passage of time relates to amortisation of loan balances over the
course of the financial year, due to cash payments partially offset by
interest accruals.
The following tables explain the changes in the loan loss provision between
the beginning and the end of the prior period:
Year ended 31 March 2023 Stage 1 Stage 2 Stage 3 Total
£m £m £m £m
Loan loss provision as at 1 April 2022 18.1 8.9 20.4 47.4
Changes in loan loss provision attributable to:
Transfer of loans receivable to stage 1 0.5 (0.5) (0.1) (0.1)
Transfer of loans receivable to stage 2 (1.3) 2.9 (0.5) 1.1
Transfer of loans receivable to stage 3 (1.0) (0.9) 8.2 6.3
Passage of time1 (4.0) (2.0) (2.4) (8.4)
Customer settlements (5.2) (1.4) (1.0) (7.6)
Loans charged off (1.6) (3.9) (16.6) (22.1)
Management overlay 0.1 0.1 0.6 0.8
Modification loss relating to Covid-19 payment holidays (note 6) 0.5 0.1 - 0.6
Loan loss provision as at 31 March 2023 6.1 3.3 8.6 18.0
1 Passage of time relates to amortisation of loan balances over the
course of the financial year, due to cash payments partially offset by
interest accruals.
The following table splits the gross loan book by arrears status, and then by
stage respectively for the year ended 31 March 2023.
Stage 1 Stage 2 Stage 3 Total
£m £m £m £m
Up to date 39.7 4.0 - 43.7
1-30 days 2.5 4.2 - 6.7
31-60 days - 2.8 - 2.8
>60 days - - 10.2 10.2
42.2 11.0 10.2 63.4
The following table further explains changes in the net carrying amount of
loans receivable from customers to explain their significance to the changes
in the loss allowance for the same portfolios.
31 Mar 23
Customer loans and receivables £m
Due within one year 45.4
Net loan book 45.4
Deferred broker costs1
Due within one year 0.3
Customer loans and receivables 45.7
1 Deferred broker costs are recognised within customer loans and
receivables and are amortised over the expected life of those assets using the
effective interest rate ("EIR") method.
14. Available for sale assets
Within the scope of IFRS 9, previously the Amigo loan book has been classified
under a business model that is 'held to collect' with the asset's contractual
cash flows solely principal and interest, subsequently the asset was
classified and measured under amortised cost. As per IFRS 9 a reclassification
is required when the objective of the business model changes.
To balance speed of delivery and value to creditors, it was determined by
management that a sale of the residual loan book, broadly when collections
break even with overheads, would be an optimal strategy in the winding down of
the business. This is a marked change in the business model, from held to
collect to 'other' as net cash flows after costs are to be maximised through
sale.
As a result, the financial statements are impacted through the loan book being
reclassified and measured under fair value as opposed to amortised cost, the
difference between amortised cost and the new carrying amount being recognised
in the P&L. This also means that no expected credit loss calculation is
necessary. The financial statements are not impacted in any other way. The
gross amount reclassified within IFRS 9 was £5.1m. Customer loans not
considered to be immediately available for sale, primarily those having an
unresolved Scheme claim, have been valued at £nil.
The reclassification was dated March 2024 when the prospective sale of the
loan book materialised. The loan book sale was completed shortly after the
reporting date on 19 April 2024.
The simplest method to value the asset at 31 March 2024 is to use the income
approach taking the expected final proceeds less costs to sell. As the
completion date was on 19 April 2024, any collections on the loan book in
April up to that date would remain within The Group. Any collections post 19
April 2024 would be paid in full to the purchaser and therefore be cash
neutral. Actual receipts were broadly in line with the contract valuation
prior to concluding the contract.
In the prior year the Group held a distinct portfolio of loans, those
originated under the RewardRate brand, which were classified as held for sale.
Valuation in the balance sheet was at fair value with accompanying references
incorrectly referring to IFRS 5. Given the asset was measured correctly at
fair value as required by IFRS 9, there is no restatement necessary. The sale
of this portfolio of loans was completed in January 2024.
15. Financial instruments
The below tables show the carrying amounts and fair values of financial assets
and financial liabilities, including the levels in the fair value hierarchy.
The tables analyse financial instruments into a fair value hierarchy based on
the valuation technique used to determine fair value:
a) Level 1: quoted prices (unadjusted) in active markets for identical
assets or liabilities.
b) Level 2: inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly (i.e. as prices)
or indirectly (i.e. derived from prices).
c) Level 3: inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
31 Mar 24 31 Mar 23
Carrying Fair Carrying Fair
Fair value amount value amount Value
hierarchy £m £m £m £m
Financial assets held at amortised cost1
Amounts receivable from customers2 Level 3 - -- 45.7 -17.2
Other receivables Level 3 0.5 0.5 1.5 1.5
Cash and cash equivalents (restricted) Level 1 84.5 84.5 107.2 107.2
Cash and cash equivalents Level 1 90.4 90.4 62.4 62.4
175.4 175.4 216.8 188.3
Financial assets measured at fair value
Available for sale assets(3) Level 1 2.7 2.7 1.1 1.1
2.7 2.7 1.1 1.1
Financial liabilities held at amortised cost1
Other liabilities Level 3 (3.1) (3.1) (6.0) (6.0)
(3.1) (3.1) (6.0) (6.0)
1 The Group has disclosed the fair values of financial instruments
such as short-term trade receivables and payables at their carrying value
because it considers this is a reasonable approximation of fair value.
2 The unobservable inputs in the fair value calculation of amounts
receivable from customers are balance adjustments arising from upheld Scheme
claims, expected credit losses, forecast cash flows and discount rate. As both
balance adjustments and lifetime expected credit losses are embedded in the
calculation, this results in a fair value lower than the carrying amount.
3 With the sale being completed on 19 April 2024, these assets were
valued using the income approach taking the expected final proceeds less costs
to sell (note 14),
Financial instruments held at amortised cost
The fair value of amounts receivable from customers has been estimated using a
net present value calculation using discount rates derived from the blended
effective interest rate of the instruments. As these loans are not traded on
an active market and the fair value is therefore determined through future
cash flows, they are classed as Level 3 under IFRS 13: Fair Value Measurement.
All financial instruments are held at amortised cost. There are no derivative
assets in the current or prior period.
The Group's activities expose it to a variety of financial risks, which are
categorised under credit risk and market risk. The objective of the Group's
risk management framework is to identify and assess the risks facing the Group
and to minimise the potential adverse effects of these risks on the Group's
performance. Financial risk management is overseen by the Group Risk Committee
alongside other principal risks: operational, regulatory, strategic and
conduct risks.
Credit risk
Credit risk is the risk that the Group will suffer loss in the event of a
default by a customer or a bank counterparty. A default occurs when the
customer or bank fails to honour repayments as they fall due. Amigo defines
both borrowers and, where applicable, guarantors as customers.
a) Amounts receivable from customers
Since Amigo stopped issuing new loans, the predominant credit risk relates to
customer repayments where a customer fails to make one or more payments. As
Amigo continues to sell its historic book, the credit risk has been decreasing
in parallel.
To minimise financial exposure, in the last six months, the organisation
implemented a discounted settlement strategy which has successfully secured
increased collections and provided increased financial return over debt sales
for some loan populations. This has in turn, increased funds available for
claimants within the Scheme of Arrangement.
Exposure to credit risk on customer receivables is now considered very low,
with the sale of the majority of the loan book in the year and post year end.
b) Bank counterparties
This credit risk is managed by the Group's key management personnel. This risk
is deemed to be low; cash deposits are only placed with high quality
counterparties such as tier 1 bank institutions.
Market risk
Interest rate risk
Interest rate risk is the risk of a change in external interest rates which
leads to an increase in the Group's cost of borrowing. The Group is no longer
exposed to interest rate risk as all debt was repaid in the prior year.
Foreign exchange risk
Foreign exchange rate risk is the risk of a change in foreign currency
exchange rates leading to a reduction in profits or equity. There is no
significant foreign exchange risk to the Group. Foreign currency transactions
and balances within the Group are minimal so foreign exchange risk is deemed
immaterial.
Liquidity risk
Liquidity risk is the risk that the Group will have insufficient liquid
resources to fulfil its operational plans and/or meet its financial
obligations as they fall due. Liquidity risk is managed by the Group's central
finance department through daily monitoring of expected cash flows and
ensuring sufficient funds are available to meet obligations as they fall due.
The unrestricted cash and cash equivalents balance at 31 March 2024 was
£90.4m.
Since entering the Fallback Solution the management of cash balances has
changed substantially in line with obligations under the Court approved Scheme
of Arrangement. The Scheme was designed to ensure the Group could carry out
an orderly wind down, which includes having access to sufficient liquidity
from previously restricted balances. This sufficiently mitigates the risk
that would otherwise arise due to the Group having no immediately accessible
debt facilities.
Capital management
The wind down of the business is fully funded from cash resources and will
result in no value for shareholders.
31 Mar 24 31 Mar 23
£m £m
Maturity analysis of financial liabilities
Analysed as:
Due within one year
Other liabilities (3.1) (6.0)
(3.1) (6.0)
Maturity analysis of contractual cash flows of financial liabilities
Carrying
0-1 year 1-2 years Total amount
As at 31 March 2024 £m £m £m £m
Other liabilities 3.1 - 3.1 3.1
2-5 years Total Carrying
0-1 year
As at 31 March 2023 £m £m £m amount
Other liabilities 6.0 - 6.0 6.0
16. Other receivables
31 Mar 24 31 Mar 23
£m £m
Current
Other receivables 0.1 0.2
Prepayments and accrued income 0.4 1.3
0.5 1.5
17. Trade and other payables
31 Mar 24 31 Mar 23
£m £m
Current
Trade payables 0.2 0.9
Taxation and social security 0.2 0.3
Other creditors(1) 2.0 1.9
Accruals 0.7 2.9
3.1 6.0
(1) Other creditors in the current year includes an onerous contract of £1.9m
to decrease net assets to zero, to reflect the fact that all net assets of the
Group are due to Scheme creditors. In the prior year, other creditors includes
an onerous contract provision of £1.3m in relation to the RewardRate (RR)
product. The sale of the RR loan book was completed in January 2024. The
product had a number of associated supplier contracts that could not either be
terminated, or a termination fee had been negotiated to end the contract
early. These unavoidable costs were expected to be greater than the economic
benefits of collecting or selling the potential RR loan book sale.
18. Provisions
Provisions are recognised for present obligations arising as the consequence
of past events where it is more likely than not that a transfer of economic
benefit will be necessary to settle the obligation, which can be reliably
estimated.
2024 2023
Complaints Restructuring Total Complaints Restructuring Total
£m £m £m £m £m £m
Opening provision 195.9 4.5 200.4 179.8 - 179.8
Charge for the year 12.1 3.1 15.2 19.1 4.5 23.6
Net utilisation of the provision (38.6) (1.9) (40.5) (3.0) - (3.0)
Closing provision 169.4 5.7 175.1 195.9 4.5 200.4
Non-current - - - - - -
Current 169.4 5.7 175.1 195.9 4.5 200.4
169.4 5.7 175.1 195.9 4.5 200.4
Customer complaints redress
As at 31 March 2024, the Group has recognised a complaints provision totalling
£169.4m in respect of customer complaints redress and associated costs.
Utilisation in the period totalled £38.6m. The total Scheme liability has
decreased by £26.5m compared to prior year. The closing provision is
comprised of an estimate of cash liability, and an estimate of refunds to
upheld Scheme claimants for collections made since Scheme effective date,
which will be redressed in full and attract compensatory interest. Balance
adjustment liability arising from The Scheme were reclassified as available
for sale asset (note 14), this totalled £11.0m.
The Group continues to monitor its policies and processes to ensure that it
responds appropriately to customer complaints.
The Group will continue to assess both the underlying assumptions in the
calculation and the adequacy of this provision periodically using actual
experience and other relevant evidence to adjust the provisions where
appropriate.
The Group anticipates the redress programme will be complete, or substantially
complete, within nine months of the year end. Uncertainties exist around the
timing of completion of the redress programme due to operational complexity
and the potential for customer appeals.
Restructuring provision
As at 31 March 2024, the Group recognised a restructuring provision totalling
£5.7m (2023: £4.5m) in respect of the expected cost of staff redundancies
and liquidator costs due to wind down of the business. Included within the
expected cost of staff redundancies is an estimate for unpaid tax on past and
future payments.
19. Leases
All right-of-use assets relate to property leases. For short-term and
low-value leases, lease payments are recognised in the consolidated statement
of comprehensive income on a straight-line basis over the lease term.
Short-term and low-value leases are immaterial to the Group.
Right-of-use assets 2024 2023
£m £m
Cost
At 1 April 2023/1 April 2022 0.9 1.4
Restatement of lease term - (0.5)
Disposals (0.9) -
At 31 March 2024/31 March 2023 - 0.9
Accumulated depreciation and impairment
As at 1 April 2023/1 April 2022 (0.8) (0.6)
Charged to consolidated statement of other comprehensive income (0.1) (0.2)
Disposals 0.9 -
At 31 March 2024/31 March 2023 - (0.8)
Net book value at 31 March 2024/31 March 2023 - 0.1
Lease liabilities
2024 2023
£m £m
Current - 0.1
Non-current - -
Total - 0.1
A maturity analysis of the lease liabilities is shown below:
2024 2023
£m £m
Due within one year - 0.1
Total - 0.1
Unearned finance cost - -
Total lease liabilities - 0.1
In the year £0.1m in relation to depreciation and impairment was charged to
the consolidated statement of comprehensive income in relation to leases
(2023: £0.3m). Lease liabilities related to Amigo's offices in Bournemouth.
Following the decision to revert to the Fallback Scheme on 23 March 2023, the
right of use assets and lease liabilities were remeasured to reflect a
reduction in useful life in accordance with IFRS 16.
20. Share capital
On 4 July 2018 the Company's shares were admitted to trading on the London
Stock Exchange. Immediately prior to admission the shareholder loan notes were
converted to equity, increasing the share capital of the business to 475.3m
ordinary shares and increasing net assets by £207.2m. No additional shares
were issued subsequent to conversion of the shareholder loan notes.
Subsequent to the year-end further shares were issued, see note 28.
Allotted and called up shares at par value
31 Mar 24
£'000
Total
41,000 deferred ordinary shares of £0.24 each 10
475,333,760 ordinary shares of 0.25p each 1,188
1,198
31 Mar 23
£'000
Total
41,000 deferred ordinary shares of £0.24 each 10
475,333,760 ordinary shares of 0.25p each 1,188
1,198
Ordinary A Ordinary B Ordinary C Ordinary D Ordinary Total
Number Number Number Number Number Number
At 31 March 2018 803,574 41,000 97,500 57,926 - 1,000,000
Subdivision (803,574) (41,000) (97,500) (57,926) 400,000,000 399,000,000
Shareholder loan note conversion - - - - 75,333,760 75,333,760
At 31 March 2019 - - - - 475,333,760 475,333,760
At 31 March 2020 - - - - 475,333,760 475,333,760
At 31 March 2021 - - - - 475,333,760 475,333,760
At 31 March 2022 - - - - 475,333,760 475,333,760
At 31 March 2023 - - - - 475,333,760 475,333,760
At 31 March 2024 - - - - 475,333,760 475,333,760
Ordinary shares
The holders of ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share at general meetings
of the Company. Each ordinary share in the capital of the Company ranks
equally in all respects and no shareholder holds shares carrying special
rights relating to the control of the Company. The nominal value of shares in
issue is shown in share capital, with any additional consideration for those
shares shown in share premium.
Deferred shares
At the time of the IPO and subdivision the 41,000 ordinary B shares were split
into 16,400,000 ordinary shares of 0.25p and 41,000 deferred shares of £0.24.
The deferred shares do not carry any rights to receive any profits of the
Company or any rights to vote at a general meeting. Prior to the subdivision
the ordinary B shares had 1.24 votes per share; all other shares had one vote
per share. The Group plans to cancel these deferred shares in due course.
Dividends
Dividends are recognised through equity, on the earlier of their approval by
the Company's shareholders or their payment.
The Board has decided that it will not propose a final dividend payment for
the year ended 31 March 2024 (2023: £nil).
On 28 March 2024, Amigo Holdings PLC announced that it was seeking to raise
£237,548, before expenses, by the issue in two tranches of an aggregate of
95,019,200 new ordinary shares of 0.25p each at a subscription price of 0.25p
per share fully paid ranking pari passu in all respects with the existing
issued ordinary shares ("Ordinary Shares") and had engaged James McColl to act
as a strategic Board Consultant. In that role, Mr McColl is assisting the
Board in identifying potential strategic opportunities for the Company to
continue as a listed company by way of a reverse takeover.
On 5 April 2024, a first tranche of 23,766,400 new Ordinary Shares were issued
raising £59,416, before expenses, utilising the authorisation granted at the
Company's Annual General Meeting held on 27 September 2023 to allot up to an
additional 5 per cent of the Company's issued share capital for cash without
out offering pre-emption rights to existing shareholders.
At a General Meeting of the Company's shareholders on 30 April 2024 a
resolution was approved to dis-apply the Companies Acts pre-emption rights
over the proposed Second Tranche.
On 9 May 2024, a second tranche of 71,252,800 new Ordinary Shares (Second
Tranche) were issued raising £178,132, before expenses.
21. Share-based payment
The Group operated three types of equity settled share scheme: Long Term
Incentive Plan ("LTIP"), employee savings-related share option schemes
referred to as Save As You Earn ("SAYE") and the Share Incentive Plan ("SIP").
Share-based payment transactions in which the Group receives goods or services
as consideration for its own equity instruments are accounted for as equity
settled share-based payments. At the grant date, the fair value of the
share-based payment is recognised by the Group as an expense, with a
corresponding entry in equity, over the period in which the employee becomes
unconditionally entitled to the awards. The fair value of the awards granted
is measured based on Company specific observable market data, considering the
terms and conditions upon which the awards were granted. Following the
implementation of the wind down plan in March 2023, the fair value of all
share-based payments was £nil. The charge to the consolidated statement of
comprehensive income was £nil in the twelve months to 31 March 2024 (2023:
credit of £0.4m).
22. Pension commitments
The Group operates defined contribution pension schemes for the benefit of its
employees. The assets of the schemes are administered by trustees in funds
independent from those of the Group.
The total contributions charged during the year amounted to £0.3m (2023:
£0.4m).
23. Related party transactions
The Group had no related party transactions during the twelve-month period to
31 March 2024 that would materially affect the performance of the Group.
Intra-group transactions between the Company and the fully consolidated
subsidiaries or between fully consolidated subsidiaries are eliminated on
consolidation.
Key management of the Group, being the Executive and Non-Executive Directors
of the Board, and the Executive Committee controlled 0.25% of the voting
shares of the Company as at 31 March 2024 (2023: 0.30%). The remuneration of
key management is disclosed in note 9.
24. New standards and interpretations
The following standards, amendments to standards and interpretations are newly
effective in the year in addition to the ones covered in note 1.1. There has
been no significant impact to the Group as a result of their issue.
· IFRS 17: Insurance Contracts and amendments to IFRS 17
· Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS
Practice Statement 2)
· Definition of Accounting Estimate (Amendments to IAS 8)
· Deferred Tax Related to Assets and Liabilities Arising from a
Single Transaction - Amendments to IAS 12 Income Taxes
· Initial Application of IFRS 17 and IFRS 9 - Comparative
Information (Amendments to IFRS 17)
· International Tax Reform - Pillar Two Model Rules (Amendments to
IAS 12) - application of the exception and disclosure of the fact
· International Tax Reform - Pillar Two Model Rules (Amendments to
IAS 12 - other disclosure requirements
Other standards
The IASB has also issued the following standards, amendments to standards and
interpretations that will be effective from 1 January 2024, however these have
not been early adopted by the Group. The Group does not expect any significant
impact on its consolidated financial statements from these amendments.
· Amendment to IAS 1 - Non-current liabilities with covenants
· Amendment to IFRS 16 - Leases on sale and leaseback
· Amendment to IAS 7 and IFRS 7 - Supplier finance
· Amendment to IAS 21 - Lack of exchangeability
· IFRS S1 - General requirements for disclosure of
sustainability-related financial information
25. Immediate and ultimate parent undertaking
The immediate and ultimate parent undertaking as at 31 March 2024 is Amigo Holdings PLC, a company incorporated in England and Wales.
26. Investment in subsidiaries
The following are subsidiary undertakings of the Company at 31 March 2024 and
include undertakings registered or incorporated up to the date of the
Directors' Report as indicated. Unless otherwise indicated all Group owned
shares are ordinary. All entities are subsidiaries on the basis of 100%
ownership and shareholding.
As part of the ongoing orderly wind down of activities the Group commenced
proceedings to dissolve dormant companies in the structure. The formal
dissolution of six previously dormant entities was confirmed on 30 October
2023. Amigo Loans Luxembourg S.A. was also dissolved on 1 December 2023.
Class of Ownership Ownership
Name Country of incorporation shares held 31 March 31 March 2023 Principal activity
2024
Direct holding
Amigo Loans Group Ltd1 United Kingdom Ordinary 100% 100% Holding company
ALL Scheme Ltd1 United Kingdom Ordinary 100% 100% Special purpose
vehicle
Indirect holdings
Amigo Loans Holdings Ltd1 United Kingdom Ordinary 100% 100% Holding company
Amigo Loans Ltd1 United Kingdom Ordinary 100% 100% Trading company
Amigo Management Services Ltd1 United Kingdom Ordinary 100% 100% Trading company
Amigo Luxembourg S.A. Luxembourg Ordinary - 100% Financing company
Amigo Car Loans Limited United Kingdom Ordinary - 100% Dormant company
Vanir Financial Limited United Kingdom Ordinary - 100% Dormant company
Vanir Business Financial Limited United Kingdom Ordinary - 100% Dormant company
Amigo Store Limited United Kingdom Ordinary - 100% Dormant company
Amigo Group Limited United Kingdom Ordinary - 100% Dormant company
Amigo Finance Limited United Kingdom Ordinary - 100% Dormant company
1 Registered at Unit 11a, The Avenue Centre, Bournemouth, Dorset, BH2
5RP, England.
27. Contingent liabilities
Warranties exist in the debt sale agreements. If Amigo is found to be in
breach of these warranties they must compensate the purchaser by paying the
purchaser an amount equal to the calculated compensation price for the
relevant accounts.
28. Post balance sheet events
Share issue
On 28 March 2024, Amigo Holdings PLC announced that it was seeking to raise
£237,548, before expenses, by the issue in two tranches of an aggregate of
95,019,200 new ordinary shares of 0.25p each at a subscription price of 0.25p
per share fully paid ranking pari passu in all respects with the existing
issued ordinary shares ("Ordinary Shares") and had engaged James McColl to act
as a strategic Board Consultant. In that role, Mr McColl is assisting the
Board in identifying potential strategic opportunities for the Company to
continue as a listed company by way of a reverse takeover.
On 5 April 2024, a first tranche of 23,766,400 new Ordinary Shares were issued
raising £59,416, before expenses, utilising the authorisation granted at the
Company's Annual General Meeting held on 27 September 2023 to allot up to an
additional 5 per cent of the Company's issued share capital for cash without
out offering pre-emption rights to existing shareholders.
At a General Meeting of the Company's shareholders on 30 April 2024 a
resolution was approved to dis-apply the Companies Acts pre-emption rights
over the proposed Second Tranche.
On 9 May 2024, a second tranche of 71,252,800 new Ordinary Shares (Second
Tranche) were issued raising £178,132, before expenses.
Scheme of Arrangement
On 28 May 2024, the Supervisors of Amigo's Scheme of Arrangement declared an
interim Scheme payment of 12.5p in the pound. Between April and June 2024
Scheme Co has paid £66.5m in interim Scheme payments, reducing the Group's
restricted cash balance. In the same period, ALL has continued to pay refunds
of £47.0m due to certain creditors in the Scheme, reducing the Groups
unrestricted cash balance.
Company statement of financial position
as at 31 March 2024
31 Mar 24 31 Mar 23
Notes £m £m
Current assets
Investments 2a - 0.9
Total assets - 0.9
Current liabilities
Other payables 3a (71.1) (70.6)
Total liabilities (71.1) (70.6)
Net liabilities (71.1) (69.7)
Equity
Share capital 4a 1.2 1.2
Share premium 207.9 207.9
Merger reserve 4.7 4.7
Retained earnings (including loss for the year of £1.4m (2023 :loss of
£25.6m)
(284.9) (283.5)
Shareholder equity (71.1) (69.7)
The parent company financial statements were approved and authorised for issue
by the Board and were signed on its behalf by:
Kerry Penfold
Director
24 July 2024
Company no. 10024479
The accompanying notes form part of these financial statements.
Company statement of changes in equity
for the year ended 31 March 2024
Share Share Merger Retained Total
capital premium reserve 1 earnings equity
£m £m £m £m £m
At 1 April 2022 1.2 207.9 4.7 (257.5) (43.7)
Total comprehensive (loss) - - - (25.6) (25.6)
Share-based payments - - - (0.4) (0.4)
At 1 April 2023 1.2 207.9 4.7 (283.5) (69.7)
Total comprehensive (loss) - - - (1.4) (1.4)
At 31 March 2024 1.2 207.9 4.7 (284.9) (71.1)
1 The merger reserve was created as a result of a Group reorganisation to
create an appropriate holding company structure. The restructure was within a
wholly owned group and so merger accounting applied under Group reconstruction
relief.
The accompanying notes form part of these financial statements.
Company statement of cash flows
for the year ended 31 March 2024
Year to Year to
31 Mar 24 31 Mar 23
£m £m
(Loss) for the period (1.4) (25.6)
Adjustments for:
Impairment charge 0.9 25.2
Income tax charge/(credit) 0.2 (0.2)
Share-based payment - (0.4)
Operating cash flows before movements in working capital (0.3) (1.0)
(Decrease) in payables (0.2) (0.1)
Net cash (used in) operating activities (0.5) (1.1)
Financing activities
Proceeds from intercompany funding 0.5 1.1
Net cash from financing activities 0.5 1.1
Net movement in cash and cash equivalents - -
Cash and cash equivalents at beginning of period - -
Cash and cash equivalents at end of period - -
The accompanying notes form part of these financial statements.
Notes to the financial statements - Company
for the year ended 31 March 2024
1a. Accounting policies
i) Basis of preparation of financial statements
Amigo Holdings PLC (the "Company") is a company limited by shares and
incorporated and domiciled in England and Wales.
The principal activity of the Company is to act as a holding company for the
Amigo Loans Group of companies. The principal activity of the Amigo Loans
Group is to provide loans to individuals. Previously, its principal activity
was to provide individuals with guarantor loans from £2,000 to £10,000 over
one to five years. No new advances on these products have been made since
November 2020. Following FCA approval to return to lending, in October 2022,
Amigo launched, on a pilot basis, a new guarantor loan as well as an unsecured
loan product under the RewardRate brand. With the Fallback Solution being
implemented, leading to a cessation of trade and implementation of a wind down
plan in March 2023, there has been no new lending in the twelve months to 31
March 2024.
The financial statements have been prepared under the historical cost
convention, in accordance with International Financial Reporting Standards as
adopted by the UK, and in conformity with the requirements of the Companies
Act 2006.
In accordance with the exemption allowed by section 408 of the Companies Act
2006, the Company has not presented its own income statement or statement of
other comprehensive income.
The functional currency of the Company is GBP. These financial statements are
presented in GBP.
The following principal accounting policies have been applied:
ii) Going concern
In determining the appropriate basis of preparation for these financial
statements, the Board has undertaken an assessment of the Group and Company's
ability to continue as a going concern for a period of at least twelve months
from the date of approval of the financial statements.
In undertaking a Going Concern review, the Directors considered the Group's
implementation of the Fallback Solution, announced on 23 March 2023, under the
Scheme. The Fallback Solution required that the Group's sole trading
subsidiary, Amigo Loans Ltd (ALL) stop lending immediately and be placed in an
orderly wind down, with any surplus cash following the wind down to be
transferred to Scheme creditors. ALL would then be liquidated within two
months of the final Scheme dividend. No residual value would be attributed to
the ordinary shares of the Company. Throughout the year to 31 March 2024 the
Fallback Solution has progressed. Amigo's back book of loans has now been
substantially run off or sold, an interim dividend is being paid to Scheme
creditors, and approximately 75% of the Group's staff have exited the business
since implementation.
Given the cessation of trading on 23 March 2023, alongside no apparent
realistic strategic capital raise or viable alternative solutions, and the
requirement dictated by the Scheme to ultimately liquidate ALL (the Group's
sole cash-generating unit), the Board have determined that the Annual Report
and Financial Statements for the year ended 31 March 2024 will be prepared on
a basis other than going concern, consistent with the prior year. In making
this assessment consideration was given to the potential for the PLC to
attract a reverse takeover or similar transaction. However, such an outcome,
whilst the strategic intention of the Directors, does not have sufficient
certainty in either cashflow or ability to trade to change the basis of
preparation from that adopted in FY23.
The Directors believe there is no general dispensation from the measurement,
recognition and disclosure requirements of IFRS despite the Group not
continuing as a going concern. Therefore, IFRS is applied accordingly
throughout the financial statements. In light of the wind down, and there
being no value attributable to shareholders from the ongoing business,
adjustment has been applied to the carrying value of the investment in
subsidiary of the holding company. Refer to note 2a.
The relevant accounting standards for each part of the Financial Statements
have been applied on the conditions that existed and decisions that had been
taken by the Board as at or prior to 31 March 2024.
The Board has prepared a set of financial projections for continued solvent
wind down. Alongside a base scenario which indicates ample liquidity available
through the course of wind down, a downside scenario has been collated that
stresses the primary cash flow risks to the Group.
Stresses have been applied to:
• Increased Scheme liabilities
• Increased overhead spend
Despite the stresses applied, the Group maintains sufficient liquidity in the
period. It is therefore considered only a marginal risk that the Group is
unable to remain solvent during the orderly wind down. The key risks that
would prevent this from being achieved are the risks applied in the downside
scenario alongside potential regulatory action or intervention.
iii) Investments
Investments in subsidiaries are stated at cost less, where appropriate,
provisions for impairment. Impairment is calculated by comparing the carrying
value of the investment with the higher of an asset's cash-generating units
fair value less costs of disposal and its value in use.
iv) Financial instruments
See the Group accounting policy in note 1.10.
2a. Investments
31 Mar 24 31 Mar 23
£m £m
At 1 April 2023/1 April 2022 0.9 26.1
Impairment of investment (0.9) (24.8)
Movement in share-based payment - (0.4)
At 31 March 2024/31 March 2023 - 0.9
Current - 0.9
- 0.9
At 31 March 2024 the share price of Amigo Holdings PLC implied a fair value
higher than the carrying value of net assets on the Group balance sheet.
However, on the basis that there is no value in the subsidiaries attributable
to the shareholders as result of the wind down, the investment has been
reduced to £nil. The Directors believe this departure from a fair valuation
based on readily identifiable market data better reflects the position of the
Group at this time.
For details of investments in Group companies, refer to the list of subsidiary
companies within note 26 to the consolidated financial statements.
3a. Other payables
31 Mar 24 31 Mar 23
£m £m
Amounts owed to Group undertakings 71.0 70.4
Accruals and deferred income 0.1 0.2
71.1 70.6
Amounts owed to Group undertakings are considered non-recoverable. Following
regulatory clearance these balances were waived by the creditor subsidiaries
post year end in return for agreement by Amigo Management Services Limited
("AMSL") to assign any remaining cash balances to its sister company ALL prior
to liquidation.
4a. Share capital
For details of share capital, see note 20 to the consolidated financial
statements. £nil dividends were paid in the year (2023: £nil).
5a. Capital commitments
The Company had no capital commitments as at 31 March 2024 (2023: £nil).
6a. Related party transactions
The Company receives charges from and makes charges to its 100% owned
subsidiaries. Amounts owed to Group undertakings are considered
non-recoverable. Following regulatory clearance these balances were waived by
the creditor subsidiaries post year end in return for agreement by Amigo
Management Services Limited ("AMSL") to assign any remaining cash balances to
its sister company ALL prior to liquidation for the benefit of Scheme
creditors.
For details of key management compensation, see note 9 to the consolidated
financial statements.
Carrying
Charged Charged from Gross Value
to balance
£m £m £m £m
Year to 31 March 2024
Amigo Loans Ltd - (0.3) (66.3) (66.3)
Amigo Management Services Ltd - (0.3) (4.7) (4.7)
Year to 31 March 2023
Amigo Loans Ltd (0.6) (66.0) (66.0)
Amigo Management Services Ltd - (0.3) (4.4) (4.4)
7a. Post balance sheet events
See note 28 to the Group financial statements for further details.
Under the terms of the Fallback Solution of the Scheme, ALL has to be wound up
and liquidated in an orderly manner, with all the liquidation proceeds being
paid to creditors under the Scheme. The Company and ALL were indebted to their
subsidiaries under intercompany loan arrangements between Group companies
(intercompany loans). The debtor companies had no resources to repay the
amounts owed. If the loans were called in, the debtor companies would have
been insolvent. A condition of the arrangement involving the issue of new
shares was that the intercompany loans were waived and released in full. As
part of the arrangement, Amigo Management Services Ltd agreed to transfer to
ALL all cash and assets it holds before the liquidation of ALL.
On 10 May 2024, all the Intercompany Loans were discharged and released.
Appendix: alternative performance measures
Given the implementation of the Fallback Scheme and the winding down of the
Group's business, the Board believes that disclosure of alternative
performance measures ("APMs") are no longer relevant, and therefore they are
no longer disclosed.
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