Last checked at 9 Apr 2024 07:00
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/. 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, 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. 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 Lucy Williams / Duncan Vasey | Peterhouse Capital Limited 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