REG - Amigo Holdings PLC - WRAP Retail Offer for up to £188,100

Amigo HoldingsAnnouncement

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RNS Number : 5482L  Amigo Holdings PLC  15 December 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE WRAP RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE
TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF AMIGO
HOLDINGS PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF AMIGO HOLDINGS PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

15 December 2025

 

Amigo Holdings PLC

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

WRAP Retail Offer for up to £188,100

Amigo Holdings PLC is pleased to announce a retail offer through the
Winterflood Retail Access Platform ("WRAP") to raise up to £188,100 (the
"WRAP Retail Offer") through the issue of new ordinary shares of 0.25 pence
each fully paid in the capital of Amigo ("Ordinary Shares"). Under the WRAP
Retail Offer up to 62,7000,000 new Ordinary Shares (the "WRAP Retail Offer
Shares") will be made available at a price of 0.3 pence per share (the "Issue
Price") to existing shareholders of Amigo in the UK.

The Issue Price represents a discount of approximately 42.86 per cent. to the
closing mid-market price of 0.525 pence per Ordinary Share on 12 December
2025, being the latest practicable date before this announcement.

In addition to the WRAP Retail Offer, Amigo announced on 14 November 2025 (the
"Announcement") that that it had conditionally secured investors that have
irrevocably agreed to subscribe for up to £1.5 million (before expenses) of
unlisted mandatory convertible loan notes ("Loan Notes") to be issued by
Amigo, conditional on the passing of resolutions to be proposed at a General
Meeting of Amigo ("General Meeting"). The Loan Notes are convertible, as set
out in the Announcement, at the Issue Price into a maximum of 500,000,000
Amigo new Ordinary Shares ("Conversion Shares"). The Announcement set out: the
main terms of the Loan Notes; the reasons for the Loan Notes; and use of
proceeds. The proceeds of the WRAP Retail Offer will be utilised in the same
way as the proceeds of the Loan Notes. For the avoidance of doubt, the WRAP
Retail Offer is not part of the Loan notes offer.

The WRAP Retail Offer is conditional on, inter alia:

(1)   the passing of the necessary resolution to enable the WRAP Retail Offer
Shares to be allotted and issued on a non-pre-emptive basis, to be put to
Amigo's shareholders at a General Meeting, which is expected to be held at
1.30pm on Friday 19 December 2025 at Bournemouth Highcliff Marriott
Hotel, 105 St Michael's Road, Bournemouth, BH2 5DU; and

(2)   the WRAP Retail Offer Shares being admitted to listing on the Equity
Shares (Commercial Companies) Category of the Official List maintained by the
Financial Conduct Authority ("FCA") and to trading on the main market for
listed securities of the London Stock Exchange plc ("London Stock Exchange")
("Admission").

It is anticipated that Admission will become effective and that dealings in
the WRAP Retail Offer Shares will commence at 08.00 a.m. on 24 December 2025.

 

WRAP Retail Offer

Amigo values its retail shareholder base and believes that it is appropriate
to provide its existing retail shareholders in the United Kingdom with the
opportunity to participate in the WRAP Retail Offer.

Therefore, Amigo is making the WRAP Retail Offer open to eligible investors in
the United Kingdom following release of this announcement, being existing
shareholders of Amigo.

It should be noted that a subscription for WRAP Retail Offer Shares and
investment in Amigo carries a number of risks. Investors should take
independent advice from a person experienced in advising on investment in
securities such as the WRAP Retail Offer Shares if they are in any doubt. In
particular, investors should consider the risks detailed in the Circular dated
26 November 2025 containing the Notice of General Meeting.

Existing shareholders of Amigo can contact their broker or wealth manager to
participate in the WRAP Retail Offer.

The WRAP Retail Offer is expected to close at 4 pm on 18 December 2025.
Eligible shareholders should note that financial intermediaries may have
earlier closing times. Existing retail investors are not entitled to
participate in the issue of the Loan Notes.

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of
existing retail shareholders, should contact wrap@winterflood.com.

To be eligible to participate in the WRAP Retail Offer, applicants must be a
customer of a participating intermediary and, before the release of this
announcement, shareholders in Amigo which may include individuals aged 18
years or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

There is a minimum subscription of £500 per investor under the WRAP Retail
Offer. The terms and conditions on which investors subscribe will be provided
by the relevant financial intermediaries including relevant commission or fee
charges.

Amigo reserves the right to amend the size of the retail offer at its
discretion. Amigo reserves the right to scale back any order and to reject any
application for subscription under the WRAP Retail Offer without giving any
reason for such rejection.

It is vital to note that once an application for WRAP Retail Offer Shares has
been made and accepted via an intermediary, it cannot be withdrawn.

The WRAP Retail Offer Shares will, when issued, be credited as fully paid and
will rank pari passu in all respects with existing Ordinary Shares including
the right to receive all dividends and other distributions declared, made or
paid after their date of issue.

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail
Offer Shares available for subscription at the Issue Price does not exceed
£188,100, or such smaller size as agreed by Amigo.

The WRAP Retail Offer is offered in the United Kingdom under the exemption
from the requirement to publish a prospectus in section 86(1)(e) of Financial
Services and Markets Act 2000 (as amended) ("FSMA"). As such, there is no need
for publication of a prospectus pursuant to the Prospectus Regulation Rules of
the FCA, or for approval of the same by the FCA. The WRAP Retail Offer is not
being made into any jurisdiction other than the United Kingdom.

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other authority) in
relation to the WRAP Retail Offer, and investors' commitments will be made
solely on the basis of the information contained in this announcement and
information that has been published by or on behalf of Amigo before the date
of this announcement by notification to a Regulatory Information Service in
accordance with the FCAs Disclosure Guidance and Transparency Rules, the
Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it
forms part of United Kingdom law by virtue of the European Union (Withdrawal)
Act 2018 (as amended).

Investors should make their own investigations into the merits of an
investment in Amigo. Nothing in this announcement amounts to a recommendation
to invest in Amigo or amounts to investment, taxation or legal advice.

An investment in Amigo will place capital at risk. The value of investments,
and any income, can go down as well as up, so investors could get back less
than the amount invested.

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

This announcement contains inside information for the purposes of Regulation
7(1)(a) and 7(4) of UK version of the Prospectus Regulation (EU)
2017/1129. For the purposes of Commission Implementing Regulation (EU)
2016/1055 (as amended by the Technical Standards (Market Abuse Regulation) (EU
Exit) Instrument 2019) the person responsible for this announcement is
Nicholas Beal, CEO of Amigo.

 

Contacts:

 Amigo Holdings PLC                  investors@amigo.me
 Nick Beal                           Chief Executive

 Winterflood Retail Access Platform  WRAP@winterflood.com
 Sophia Bechev, Kaitlan Billings     020 3100 0214

 

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.

Further information on Amigo can be found on its website at amigoplc.com.

Amigo's LEI is 213800PUHEBLCWDW9T74.

This announcement should be read in its entirety. In particular, the
information in the "Important Legal Information" section of this announcement
should be read and understood.

 

Important Legal Information

The content of this announcement has been prepared by and is the sole
responsibility of Amigo.

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

The WRAP Retail Offer Shares have not been and will not be registered under
the US Securities Act of 1933, as amended (the "US Securities Act") or under
the applicable state securities laws of the United States of America, its
possessions or territories, any state of the United States and may not be
offered or sold directly or indirectly in or into the United States. No public
offering of the WRAP Retail Offer Shares is being made in the United States.
The WRAP Retail Offer Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance with,
Regulation S under the US Securities Act ("Regulation S") to non-US persons
(within the meaning of Regulation S). In addition, Amigo has not been, and
will not be, registered under the US Investment Company Act of 1940, as
amended.

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for WRAP Retail Offer Shares in
the United States, Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction in which
such offer or solicitation is or may be unlawful. No public offer of the
securities referred to herein is being made in any such jurisdiction.

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration. No public offering of
securities is being made in the United States.

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London
EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is
authorised and regulated in the United Kingdom by the FCA, is acting
exclusively for Amigo and for no-one else and will not regard any other person
(whether or not a recipient of this announcement) as its client in relation to
the WRAP Retail Offer and will not be responsible to anyone other than Amigo
for providing the protections afforded to its clients, nor for providing
advice in connection with the WRAP Retail Offer, Admission and the other
arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

Certain statements in this announcement are forward-looking statements which
are based on Amigo's expectations, intentions and projections regarding its
future performance, anticipated events or trends and other matters that are
not historical facts. These forward-looking statements, which may use words
such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and
words of similar meaning, include all matters that are not historical facts.
These forward-looking statements involve risks, assumptions and uncertainties
that could cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries in which
Amigo's businesses operate to differ materially from the impression created by
the forward-looking statements. These statements are not guarantees of future
performance and are subject to known and unknown risks, uncertainties and
other factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given those risks and
uncertainties, prospective investors are cautioned not to place undue reliance
on forward-looking statements.

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. Amigo
and Winterflood expressly disclaim any obligation or undertaking to update or
revise any forward-looking statements contained herein to reflect actual
results or any change in the assumptions, conditions or circumstances on which
any such statements are based unless required to do so by the FCA, the London
Stock Exchange or applicable law.

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to Amigo or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly, disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of Amigo for the current or
future financial years would necessarily match or exceed the historical
published earnings or dividends per share of Amigo.

Neither the content of Amigo's website (or any other website) nor the content
of any website accessible from hyperlinks on Amigo's website (or any other
website) is incorporated into or forms part of this announcement. The WRAP
Retail Offer Shares to be issued or sold pursuant to the WRAP Retail Offer
will not be admitted to trading on any stock exchange other than the London
Stock Exchange.

It is further noted that the WRAP Retail Offer is only open to investors in
the United Kingdom who fall within Article 43 of the Order, as amended (which
includes an existing member of Amigo).

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