Amigo Regulatory News (AMGO)

16 February 2023

Amigo Holdings PLC

Notice of General Meeting

Amigo Holdings PLC ("Amigo" or "the Company"), a provider of mid-cost credit in the UK, gives notice 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 Wednesday 8 March 2023 at 10.00 am.

The Notice of General Meeting and accompanying letter from the Chair, Jonathan Roe, are today being sent to all shareholders. The contents of the letter is replicated below and it and the Notice of General Meeting, together with the virtual meeting details, will be available on the Company's website, at https://www.amigoplc.com/Investors/

I am writing to you with details of a General Meeting which we are holding at Bournemouth Highcliff Marriott Hotel, 105 St Michael's Road, Bournemouth BH2 5DU, on Wednesday 8 March 2023 at 10.00am. The formal Notice of General Meeting is set out on page 4 of this document. Explanatory notes are set out on pages 5 to 6 of this document.

Under the Companies Act 2006, where the value of a company's net assets are half or less of its called-up share capital, the directors are required to call a general meeting to consider whether any, and if so what, steps should be taken to address the situation.

As at 31 March 2022, the Company, on a standalone basis, had net liabilities of £43.7 million and called-up share capital of £1.2 million, as shown in the Company's statement of financial position at such date. The Board confirms that the value of the net assets of the Company, on a standalone basis, continues to be less than half of the Company's called-up share capital. This does not relate to the Company's consolidated statement of financial position which, as at 31 March 2022, showed net assets of £47.9 million, significantly exceeding the Company's called-up share capital of £1.2 million, and which the Board confirms continues to exceed the Company's called-up share capital.

This position has arisen because the carrying value of subsidiaries in the accounts of the Company has been impaired in the period. The impairment resulted from comparing the lower of the fair value of the subsidiary companies, as calculated using the share price of the Company as a proxy for market value and the carrying value of net assets on the Company's consolidated statement of financial position. The impairment review performed in connection with the Company's financial statements for the financial year ended 31 March 2022 resulted in an impairment charge of £47.6 million to the Company's investment in subsidiaries as at 31 March 2022, which reduced the Company's net assets position.

The Board is calling the General Meeting under the requirements of s.656 of the Companies Act 2006, but shareholders should note that the value of the Company's standalone net assets relative to the Company's paid up share capital, as described above, is not a new development.

In light of the above, the Board does not consider it necessary to propose any resolutions in relation to this matter at the General Meeting, which is therefore for discussion only. The main items on the agenda will be the Company's capital position and the steps the Board have taken, and are taking, to remedy this, namely the Company's ongoing capital raise process (the "Capital Raise") and the Amigo group's Scheme of Arrangement ("Scheme"). The Board welcomes dialogue with shareholders and the General Meeting will provide a forum to discuss latest developments. More information about the developments on the ongoing Capital Raise will be provided in the quarterly results statement for the three month period to 31 December 2022 which is due to be released on Thursday 23 February 2023. 

I would also like to draw the attention of shareholders to the fact that the Board has a responsibility to switch the business to the Fallback Solution (an orderly wind-down) under the Scheme immediately if it does not expect that the Company will be able to complete the Capital Raise by 26 May 2023. This is in order to preserve cash resources for creditors. This means that a decision could be made at any time, including before the date of the General Meeting, to put Amigo into the Fallback Solution in the event it becomes clear, or the Board does not expect that, the Capital Raise will be completed by 26 May 2023. The Board also has responsibility not to incur undue costs on any contingency if it does not expect that the Company will be able to complete the Capital Raise by 26 May 2023.

Attendance at the General Meeting

It is the Company's intention that shareholders will be able to attend the General Meeting, in person, should you so wish. The General Meeting will be held in the Bournemouth Highcliff Marriott Hotel, 105 St Michael's Road, Bournemouth BH2 5DU. To accommodate as many shareholders as possible who cannot come to the General Meeting in person and the requirements of those who do not feel comfortable with attending a public meeting, the Company will also provide a webcast for shareholders to be able to listen to and view the General Meeting. As in previous meetings we have recently held this way, we would ask those attending remotely to submit detailed questions to the Board in advance of the General Meeting by emailing companysecretary@amigo.me, including their full name and investor code (IVC number). In addition, we will endeavour to address questions submitted during the meeting using the 'chat' facility on the zoom link.

The person responsible for this announcement is Roger Bennett, Company Secretary.

ENDS

About Amigo Loans

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. Since October 2022, Amigo has offered guarantor loans and non-guarantor personal loans under its RewardRate brand. Both products reward customers for on-time payments with an annual, interest-free, payment holiday and the opportunity to reduce the effective APR, encouraging better financial management and facilitating a long-term improvement of customers' credit scores and financial mobility. Amigo has provided guarantor loans in the UK from 2005, offering access to mid‐cost credit to those who are unable to borrow from traditional lenders due to their credit histories. The guarantor loan concept introduces a second individual to the lending relationship, typically a family member or friend with a stronger credit profile than the borrower. This individual acts as guarantor, undertaking to make loan payments if the borrower does not. Amigo's back book of loans issued pre-November 2020 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

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.