REG - Amigo Holdings PLC - General Meeting

Amigo HoldingsAnnouncement

09/04/2024 07:00

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RNS Number : 7642J  Amigo Holdings PLC  09 April 2024

9 April 2024

Amigo Holdings PLC

 

("Amigo" or the "Company")

 

General Meeting

 

Amigo Holdings PLC announces that a general meeting of the Company's
shareholders will be held at Bournemouth Highcliff Marriott Hotel, 105 St
Michael's Road, Bournemouth BH2 5DU on Tuesday 30 April 2024 at 13.30
("General Meeting").

 

The Notice of General Meeting ("Notice") and accompanying letter from the
Chair, Jonathan Roe, are today being sent to all shareholders and, will be
available on the Company's website, at https://www.amigoplc.com/Investors/
(https://www.amigoplc.com/Investors/) . The virtual meeting details will be
published ahead of the meeting.

The full text of the letter from the Chair in the Circular is replicated below
without material adjustment or amendment:

 

"Introduction

 

On 28 March 2024, the Company 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") (the "Capital Raise") and had
engaged James McColl ("Jim") to act as a strategic Board Consultant. In that
role, Jim will be 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, the first tranche of 23,766,400 new Ordinary Shares were
issued ("First Placing Shares") raising £59,416, before expenses, utilising
the authorisation granted at the Company's Annual General Meeting held on 27
September 2023 to the Directors of the Company ("Directors") 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. The issue of the
second tranche of 71,252,800 new Ordinary Shares ("Second Placing Shares"),
being 14.99% of the Company's issued share capital before the Capital Raise,
raising £178,132, before expenses, is conditional, among other things, upon
the approval of shareholders to dis-apply their Companies Acts pre-emption
rights over such issue.

 

The purpose of this letter is to explain the background to the Capital Raise,
the engagement of Jim as a Board Consultant and to convene a General Meeting
of shareholders to seek their permission to authorise the Directors of the
Company to issue the Second Placing Shares, without offering pre-emption
rights to existing shareholders.

 

 

Details of the Capital Raise

 

The Capital Raise and engagement of Jim are being made in the context of the
Company and its subsidiaries' (the "Group") Scheme of Arrangement ("Scheme")
pursuant to which the Company's operating subsidiary, Amigo Loans Ltd ("ALL"),
is being run-off. ALL owns almost all of the Group's assets and, under the
terms of the Scheme, ALL is required to liquidate all of its assets and
subsequently be placed into a members' voluntary liquidation, with effectively
all realised value being for the benefit of creditors under the Scheme. Prior
to ALL being ultimately placed into liquidation, expenditure incurred by ALL
needs to be for the direct or indirect benefit of ALL's Scheme creditors.

 

Accordingly, the Capital Raise will be used primarily to pay the costs of the
Capital Raise and fund some of the costs associated with exploring potential
reverse takeover opportunities including consultancy costs. Based on the
Company's estimates of the Capital Raise transaction costs and the Company's
ongoing costs as a listed entity, the proceeds from the issue of the new
Ordinary Shares is expected to extend the runway, until the Company itself
requires further funding, for up to a year.

 

The effect of the issue of the new Ordinary Shares on the Company's ordinary
issued share capital is set out in the table below:

 

 

                                                    Nominal             Number of          Percentage       Gross
                                                    Value               Ordinary           Increase         proceeds
                                                                        Shares
 First Placing Shares                               £59,416.00          23,766,400         5.00%            £59,416.00
 Second Placing Shares                              £178,132.00         71,252,800         14.99%           £178,132.00
                                                    -----------------   -----------------  ---------------  ---------------
                                                    £237,548.00         95,019,200         19.99%           £237,548.00

 Ordinary Shares in issue before the Capital Raise  £1,188,334.40       475,333,760
                                                    -----------------   -----------------
 Ordinary Shares in issue after the Capital Raise   £1,425,882.40       570,352,960
                                                    ------------------  -----------------

Notes:

(i)            As of 27 March 2024 (being the latest practicable
date prior to the announcement of the Capital Raise) the Company's issued
share capital consisted of 475,333,760 Ordinary Shares ("Prior Issued Share
Capital").

(ii)           As of 8 April 2024 (being the latest practicable date
prior to the publication of this document) following the issue of the First
Placing Shares, the Company's issued share capital consists of 499,100,160
Ordinary Shares ("Existing Issued Share Capital").

(iii)          On completion of the issue of the Second Placing
Shares, the Company's enlarged issued share capital will consist of
570,352,960 Ordinary Shares ("Enlarged Issued Share Capital").

(iv)           The Company has in issue 41,000 Deferred shares of
24p each. The Deferred shares carry no voting or dividend rights.

(v)            No Ordinary Shares are currently held in treasury by
the Company or held by any other person on its behalf and no Ordinary Shares
are currently held by any subsidiary of the Company.

 

The Second Placing Shares will, when issued, represent approximately 14.3% of
the Existing Issued Share Capital and 12.5% of the Enlarged Issued Share
Capital. In aggregate, the First Placing Shares and the Second Placing Shares
(when issued) will represent approximately 16.7% of the Enlarged Issued Share
Capital.

 

The gross proceeds of the issue of the Second Placing Shares amounts to
£178,132 (before expenses) and, together with the First Placing Shares,
amounts to £237,548, before expenses. The net proceeds of the Capital Raise
after expenses are estimated to be £184,000.

 

The issue of the First Placing Shares has been completed. The issue of the
Second Placing Shares is conditional upon: (i) the approval of shareholders to
dis-apply their Companies Act 2006 pre-emption rights over such issue, which
is being sought at the General Meeting; (ii) on regulatory approval for an
internal reorganisation, which insulates the Capital Raise monies from the
Scheme processes; and (iii) the Second Placing Shares being listed on the
premium segment of the Official List and to being admitted to trading on the
main market for listed securities of the London Stock Exchange.

 

The Second Placing Shares will be issued in both certificated and
uncertificated form and will rank pari passu in all respects with the Existing
Issued Ordinary Shares including voting, entitlement to income and entitlement
on a return of capital.

 

Application will be made for the Second Placing Shares to be listed on the
premium segment of the Official List and to be admitted to trading on the main
market for listed securities of the London Stock Exchange. The Issue and
admission of the Second Placing Shares is conditional upon shareholders
approving the Resolution at the General Meeting and on Amigo receiving
regulatory approval for an internal reorganisation, which is expected to occur
on or about 6 May 2024, and a further announcement will be made in due course
("Admission").

 

 

Scheme creditors

 

The Capital Raise has no impact on the amount and timing of redress payments
to the Group's Scheme creditors or the obligation on the trading subsidiary
ALL to liquidate under the Scheme.

 

 

Future plans

 

Jim brings nearly 30 years' experience of creating investor value by building
businesses. Further background information on Jim is set out in the Appendix
to the Company's RNS published on 28 March 2024. Jim has been engaged to act
as a Board Consultant, to assist the Board in identifying potential strategic
opportunities for the Company to continue as a listed company by way of a
reverse takeover. The Board expects that Jim will be formally appointed a
non-executive Director of the Company, once the Capital Raise has been
completed.

 

At this very early stage, there can be no certainty that a reverse takeover
will take place and any such transaction will, among other things, require
shareholder approval and a new application for listing in accordance with
Listing Rule 5.6.

 

 

General Meeting

 

In order to issue the Second Placing Shares, shareholders need to approve the
dis-application of pre-emption rights in respect of those shares. The
resolution is being proposed at the General Meeting as a special resolution
(requiring a 75 per cent majority of votes cast) and, if passed, gives the
required authority to the Directors to issue these shares, and is set out in
the notice of General Meeting in this document ("Resolution").

 

The Resolution proposes that the Directors be generally and unconditionally
authorised to allot and issue equity securities in connection with the issue
of the Second Placing Shares up to an aggregate nominal amount of £178,132
which represents 14.28 per cent. of the Company's Existing Issued Share
capital at the latest practicable date. If granted, this authority will expire
at the conclusion of the next Annual General Meeting of the Company (or, if
earlier, at the close of business on 27 December 2024).

 

 

Attendance at the General Meeting

 

The Company's intention is that shareholders will be able to attend the
General Meeting in person, should they so wish. The Company will also provide
for shareholders to be able to listen to and view the General Meeting on a
webcast and shareholders can submit questions to the Board in advance of the
General Meeting by emailing investors@amigo.me, (mailto:investors@amigo.me)
including your full name and investor code (IVC number).

 

The Board may need to make further changes to the arrangements relating to the
General Meeting, including how it is conducted, and shareholders should
therefore continue to monitor the Company's website and announcements for any
updates.

 

 

Voting

 

If you hold your shares through a broker or a nominee (eg Hargreaves Lansdown,
Halifax Share Dealing, IG Markets, AJ Bell, etc) you should refer to the
'Nominated persons' note on page 11 [of the Circular] for information on how
to vote.

 

If you do not hold your shares through a broker or a nominee and would like to
vote on the Resolution but cannot come to the General Meeting, please register
your proxy electronically. To safeguard your ability to be able to vote on the
Resolution, you are strongly encouraged to vote by proxy and to appoint the
Chair of the meeting as your proxy. The Chair will cast votes in accordance
with your instructions. You can register your proxy vote electronically at
www.signalshares.com. (http://www.signalshares.com/) See the Additional
Information section commencing on page 9 [of the Circular] for more details.
Your proxy vote must be received by no later than 13.30 on Friday 26 April
2024.

 

Absent any UK government restrictions on meetings, completion of the form of
proxy will not prevent you from attending or voting at the meeting in person,
should you so wish.

 

 

Recommendation

 

The Board considers that the Resolution to be put to you at the General
Meeting is an important part of the Company's future strategy as set out
above.

 

The Directors are very mindful of the importance of shareholders' pre-emption
rights. However, the costs of a pre-emptive offer would have been prohibitive
and substantially diminished the net funds being raised. In any event, the
Company did not have available funds at the time to allocate to the
preparation of a circular or prospectus.

 

Furthermore, as the Capital Raise is limited to under 20% of the Prior Issued
Share Capital and, to raise sufficient funds, is at a significant premium to
the prevailing share price prior to the announcement of the Capital Raise, the
Directors consider that the dilution on existing shareholders is limited to an
acceptable level.

 

The Group has been in wind-down since March 2023. The Directors have two
primary obligations: (i) to maximise the run-off proceeds from the wind-down
of business, for the benefit of the Scheme creditors; and (ii) to explore
what, if any, value can be derived from the residual shell. The Capital Raise
provides the funds to explore possible reverse takeover opportunities to
create potentially some residual value attributable to shareholders.

 

Accordingly, the Directors unanimously recommend that you vote in favour of
the Resolution, as they intend to do themselves in respect of their own
beneficial holdings of 287,569 Ordinary Shares, representing 0.06% of the
Existing Issued Share Capital."

 

The person responsible for this announcement is Nick Beal, Company Secretary.

 

 

Contacts:

 

Contacts:

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

 Media Enquiries                Amigoloans@lansons.com
 Ed Hooper                      07783 387713

 Corporate Broker               Peterhouse Capital Limited

 Lucy Williams / Duncan Vasey   020 7469 0936

 Sponsor                        Beaumont Cornish
                                0207 628 3396

 

 

Notes to editors:

 

About Amigo

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 its
subsidiaries had ceased offering new loans, with immediate effect, and would
start the orderly solvent wind-down of the business. Amigo's group provided
guarantor loans in the UK from 2005 to 2020 and unsecured loans under the
RewardRate brand from October 2022, offering access to mid‐cost credit to
those who were unable to borrow from traditional lenders due to their credit
histories. The back book of loans is in the process of being run off with all
net proceeds due to creditors under a Court approved Scheme of Arrangement.
Amigo Loans Ltd and Amigo Management Services Ltd are authorised and regulated
in the UK by the Financial Conduct Authority.

 

Additional Information

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

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

 

ENDS

 

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