REG - Amigo Holdings PLC - Results of General Meeting

Amigo HoldingsAnnouncement

19/12/2025 14:15

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RNS Number : 3372M  Amigo Holdings PLC  19 December 2025

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FOR IMMEDIATE RELEASE

19 December 2025

 

Amigo Holdings PLC

("Amigo" "PLC" or the "Company")

 

Results of General Meeting, appointment of a new director, and Company update

Amigo announces that at the General Meeting ("GM") held earlier today at
the Bournemouth Highcliff Marriott Hotel, 105 St Michael's Road, Bournemouth
BH2 5DU, the Resolution set out in the Notice of General Meeting published
on 26 November 2025 ("Notice") was duly passed. In accordance with UK
Listing Rule 6.4.2R, a copy of the Resolution passed will shortly be submitted
to the National Storage Mechanism.

A summary of the result in respect of the Resolution is set out below. The
Resolution was passed as a special resolution.

 Resolution                                                                  Number of votes for  %      Number of votes against  %     Number of votes withheld
 Authority for issue of new shares and disapplication of pre-emption rights  147,190,078          99.47  787,563                  0.53  249,574

 

Notes:

1 Votes "for" include proxy appointments which gave discretion to the Chair of
the AGM. A "vote withheld" is not a vote under English law and therefore the
percentage of voting shares is the percentage of shares voted and excludes
shares on which votes were withheld.

2.             As at 13.00 p.m. on Thursday, 18 December 2025,
being the time at which a person had to be registered in the Company's
register of members in order to vote at the GM, the number of ordinary shares
of the Company in issue was 627,388,160.

 

As previously announced, on 15 December 2025, the retail offer of 62,700,000
ordinary shares of 0.25 pence fully paid at 0.3 pence per share ("Retail
Offer")  through the Winterflood Retail Access Platform was conditional on:
(i) the passing of the necessary resolution to enable the Retail Offer
shares to be allotted and issued on a non-pre-emptive basis, at the GM; and
(ii) the Retail Offer shares being listed on the Equity Shares (Commercial
Companies) Category of the Official List and to being admitted to trading on
the main market for listed securities of the London Stock Exchange. As
announced yesterday the Retail Offer was oversubscribed by 4.7 times.

 

Accordingly, application has been made for the 62,700,000 Retail Offer shares
to be listed on the Equity Shares (Commercial Companies) Category of the
Official List and to be admitted to trading on the main market for listed
securities of the London Stock Exchange, which is expected to occur on or
about 24 December 2025. The Retail Offer shares will rank pari passu in
all respects with the existing issued ordinary shares of 0.25p each including
voting, entitlement to income and entitlement on a return of capital.

 

Appointment of new Director

The Board is also pleased to announce the appointment today of Chee Tet Choy
Andy (Andy Chee) to the Board as a non-executive director. Andy is a legal
professional with extensive expertise in corporate finance, investment, and
capital markets. There is further information on Andy in the Appendix.

Criag Ransley, Executive Chair said:

"I am delighted that he has agreed to join the Board as an independent
Non-Executive Director. I know that Andy will bring his significant experience
to the Board as we begin the process of exploring mining opportunities
in Africa."

Other than as set out in the Appendix to this announcement, there is no
further information which is required to be disclosed pursuant to UKLR6.4.8 in
relation to Andy's appointment. The Board is satisfied that Andy is
independent for the purposes of the UK Corporate Governance Code.

Following the appointment of Andy, the total number of Directors on Amigo's
Board will consist of three independent Non-Executive Directors and two
Executive Directors.

 

Proposed change of name

The Board intends to propose at the Annual General Meeting ("AGM") (to be held
in early 2026) that there will be a resolution to change the Company's name to
Amigo Resources PLC. This will better reflect Amigo's intention to operate in
the mining sector.

 

Proposed share consolidation

Amigo currently has 627,388,160 issued ordinary shares of 0.25p each.
Following the issue of the Retail Offer shares and conversion of first tranche
of the mandatory convertible loan notes, it is expected that there will be
1,190,088,160 issued ordinary shares of 0.25p each. With shares of low
denominations, small absolute movements in the share price can represent large
percentage movements resulting in volatility. The Board also believes that the
bid-offer spread on shares priced at low absolute levels can be
disproportionate to the share price and therefore to the detriment of
shareholders. The Board is of the view that it would benefit the Company and
its shareholders to reduce the number of ordinary shares in issue with a
resulting adjustment in the market price of such shares. The Board is
intending to propose, at the next AGM, to implement a capital reorganisation,
which will include a one for 100 share consolidation (the "Share
Consolidation"). This is expected to assist in reducing the volatility in the
Company's share price and enable a more consistent valuation of the Company,
making the Company's shares more attractive to institutional investors.

 

Annual Report and Accounts

Amigo has submitted its Annual Report and Accounts for the year ended 31
March 2023 to the National Storage Mechanism, in accordance with UK Listing
Rule 6.4.1.R of the Financial Conduct Authority.

The Annual Report and Accounts will be posted to those entitled to receive a
copy and are available within the investors' section on the Company's
website https://www.amigoplc.com/ (https://www.amigoplc.com/) .

 

 

Contacts:

 Amigo Holdings PLC  investors@amigo.me (mailto:investors@amigo.me)
 Nick Beal           Chief Executive

                     Beaumont Cornish

 Sponsor             0207 628 3396

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

About Amigo Holdings PLC

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.

 

 

Appendix

 

Andy Chee is a seasoned corporate finance and capital markets lawyer and the
founder/CEO of A C Stellar Law Corporation. Previously, he was a Partner at
Lee & Lee, a top Singapore law firm.

He specializes in complex financial and corporate transactions, including:

· IPOs and reverse takeovers;

· Cross-border M&A and privatisations; and

· Structuring and managing private equity and regulated funds.

Beyond legal advisory, he has hands-on experience in corporate
governance-having served as Chairman and Director of SGX-listed companies and
MAS-regulated fund managers.

He also contributed to major regional projects, notably as an Independent
Director of a state-backed joint venture in China's Kashgar Special Economic
Zone.

Education & Credentials:

· LL.B. (Hons), National University of Singapore

· Admitted as an Advocate & Solicitor in Singapore, and as a Solicitor in
England & Wales.

 

 

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