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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
1 June 2020
Amigo Holdings PLC
("Amigo" or the "Company")
Legal proceedings against Richmond Group Limited
Amigo announces that it has filed an application today with the High Court of Justice for an injunction to prevent Richmond Group Limited ("Richmond") from voting in favour of the resolutions to appoint Sam Wells and Nick Makin as directors of Amigo (the "Shareholder Director Nominees") and to remove each of the current members of the board (together, the "Resolutions") proposed in the upcoming general meeting ("General Meeting") to be held on 17 June 2020 (the "Injunction Application").
All directors have made clear that they are willing to step down provided it is by way of an orderly succession and have no interest in prolonging their appointment. However, the board has been left with no option but to take legal action against Richmond following its continued refusal to abide by the terms of the relationship agreement entered into between Richmond and Amigo on 29 June 2018 (the "Relationship Agreement").
Stephan Wilcke, Chairman of Amigo, commented: "The Board has offered to leave, and will do so, but it must be through an orderly process. We cannot risk the Amigo group's ability either to conduct its FCA regulated activities or to continue as a London-listed company operating in accordance with the UK Corporate Governance Code.
Amigo is a publicly listed, regulated company, not a wholly owned private subsidiary. We are duty bound to protect the interests of all shareholders and to prevent a majority shareholder acting in breach of the Relationship Agreement."
The board has made the Injunction Application for the sole purpose of ensuring that there is an orderly process for the replacement of the board and in accordance with the process mandated by the Senior Managers Regime. All directors wish to reiterate that they have no desire or intent to remain on the board once replacements have been found in accordance with Amigo's regulatory requirements.
Reasons for the Injunction Application
Amigo has taken this action because:
1. Richmond's attempts to remove all existing members of the board and appoint its Shareholder Director Nominees are a breach of the Relationship Agreement.
2. The terms of the Relationship Agreement, as set out in Amigo's June 2018 prospectus, restrict Richmond's power as a majority shareholder in order to preserve Amigo's ability to comply with principles of good corporate governance as set out in the FRA Corporate Governance Code (the "Code"), to adhere to FSMA, the Listing Rules and other regulatory obligations, and to operate independently of Richmond. These are meaningful safeguards that form the basis on which the holders of Amigo's premium listed equity securities have invested, and that Amigo's board has a duty to uphold.
3. Amigo has made the Injunction Application as a last resort following Richmond's continued refusal to engage with Amigo to ensure that any board changes it wishes to make are conducted without breaching the Relationship Agreement and are in accordance with Amigo's regulatory requirements.
The FCA has confirmed in writing to both Amigo and Richmond that the "12-week rule" for the appointment of senior managers does not apply in these circumstances. Any new director carrying out a senior management role at Amigo would need to be approved by the FCA as being fit and proper for the role, and the rules require that Amigo must follow due process before making an application to the FCA.
General Meeting
On 20 May 2020, Amigo announced that it had posted a notice of the General Meeting ("Notice of General Meeting") to be held at 10.30 a.m. on 17 June 2020 at Nova, 118-128 Commercial Road, Bournemouth, England, BH2 5LT following receipt by the Company of a requisition notice from Richmond on 29 April 2020.
For the reasons set out in the Notice of General Meeting, the Amigo board unanimously believes that the Resolutions, if passed, will cause serious harm to Amigo. In particular, the Resolutions carry a significant risk of the FCA imposing variations or restrictions on the ability of Amigo's trading subsidiaries to conduct regulated activities, rendering the Amigo group's business inoperable.
Accordingly, the board has unanimously recommended that Amigo's shareholders vote against the Resolutions.
The Injunction Application
If the Injunction Application is granted, all shareholders, other than Richmond, will be able to vote on the Resolutions at the General Meeting as they see fit.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014.
Contacts:
Company
Amigo Holdings PLC investors@amigo.me
Kate Patrick Head of Investor Relations
Roger Bennett Company Secretary
Investor Relations
Hawthorn Advisors amigo@hawthornadvisors.com
Lorna Cobbett Tel: +44 (0)20 3745 4960
Additional Information
A copy of this announcement is also available on Amigo's website at: https://www.amigoplc.com/.
The person responsible for this announcement is Roger Bennett, Company Secretary.
Senior Secured Notes
This announcement constitutes notice by Amigo Luxembourg S.A. (the "Issuer") to the holders of the Issuer's 7.625% Senior Secured Notes due 2024 (for the notes issued pursuant to Rule 144A of the United States Securities Act of 1933, ISIN: XS1533928468 and Common Code: 153392846; for the notes issued pursuant to Regulation S of the United States Securities Act of 1933, ISIN: XS1533928625 and Common Code: 153392862) (the "Notes") issued pursuant to pursuant to Section 4.03(a)(3) of an indenture dated January 20, 2017 among, inter alia, the Issuer, the guarantors named therein and U.S. Bank Trustees Limited, as trustee and security agent. Amigo Holdings PLC is the indirect parent company of the Issuer. This announcement shall constitute a "Report" to holders of the Notes.
ENDS