Last checked at 29 Sep 2020 11:00
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
29 September 2020
Amigo Holdings PLC
("Amigo" or the "Company")
Results of Annual General Meeting
Amigo Holdings PLC (LSE: AMGO), a leading provider of guarantor loans in the UK, announces that at the Company's 2020 Annual General Meeting ("AGM") held earlier today at the Nova, 118-128 Commercial Road, Bournemouth BH2 5LT, all the resolutions set out in the Notice of Annual General Meeting 2020 were passed.
In accordance with Listing Rule 9.6.2R, copies of all the resolutions passed other than resolutions concerning ordinary business will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/nsm.
A summary of the results in respect of each resolution is set out below.
Resolution | NUMBER OF VOTESFOR | % FOR | NUMBER OF VOTESAGAINST | % AGAINST | NUMBER OF VOTESWITHHELD | |
1 | Receive accounts for year ended 31 March 2020 | 135,484,901 | 98.05 | 2,694,907 | 1.95 | 5,123,510 |
2 | Approve Directors' Remuneration Report | 122,142,001 | 89.19 | 14,800,835 | 10.81 | 6,357,482 |
3 | To re-elect Roger Lovering as a Director | 54,396,976 | 50.85 | 52,568,041 | 49.15 | 38,949,888 |
4 | To re-elect Richard Price as a Director | 93,233,026 | 94.40 | 5,530,115 | 5.60 | 44,233,792 |
5 | To elect Jonathan Roe as a Director | 134,092,809 | 96.91 | 4,282,330 | 3.09 | 4,621,793 |
6 | To elect Gary Jennison as a Director | 134,209,063 | 97.95 | 2,812,015 | 2.05 | 4,616,948 |
7 | To re- elect Nayan Kisnadwala as a Director | 55,790,829 | 53.42 | 48,642,626 | 46.58 | 38,663,762 |
8 | Appoint KMPG as auditor | 133,659,317 | 97.52 | 3,398,802 | 2.48 | 4,638,544 |
9 | Authority to set remuneration of auditor | 133,517,376 | 97.50 | 3,418,639 | 2.50 | 4,760,648 |
10 | Authority to increase borrowing limit | 126,755,456 | 93.79 | 8,385,567 | 6.21 | 6,555,489 |
11 | To ratify action of the Company relating to Article 95 | 127,707,993 | 94.90 | 6,856,411 | 5.10 | 7,132,109 |
12 | Authority to make political donations | 123,552,300 | 92.57 | 9,919,521 | 7.43 | 8,224,692 |
13 | Authority for Directors to allot shares | 126,687,504 | 95.60 | 5,837,712 | 4.40 | 9,171,297 |
14 | Dis-application of pre-emption rights | 124,510,815 | 95.45 | 5,938,021 | 4.55 | 11,243,305 |
15 | Further dis-application of pre-emption rights | 123,497,587 | 94.72 | 6,878,322 | 5.28 | 11,316,231 |
16 | Authority for the Company to purchase own ordinary shares | 129,016,226 | 96.64 | 4,480,071 | 3.36 | 8,195,843 |
17 | Authority to call a general meeting other than an AGM on not less than 14 days' notice | 129,427,416 | 96.59 | 4,571,306 | 3.41 | 7,543,419 |
The Board would like to thank shareholders for their engagement and support ahead of the AGM and throughout the year. While most of the resolutions were passed with significant majorities, the Board notes that resolutions 3 (re-election of Roger Lovering) and 7 (re-election of Nayan Kisnadwala) were passed with the necessary majority but with less than 80% of support.
In relation to resolution 3, Roger Lovering has already indicated that he intends to step down from the Board once Jonathan Roe has received regulatory approval to take up the role of Chair of the Board and after an appropriate hand-over period. An update will be provided in due course once the FCA approval process has concluded.
In relation to resolution 7, Nayan Kisnadwala, our CFO, has a detailed understanding of the Company and offered steady leadership to the Company despite turbulence at the board Level, especially in solving legacy issues in a tough external environment. However, we will consult and engage with the Company's largest shareholders and institutional investors to understand and discuss their priorities.
Notes:
1. Votes "for" include proxy appointments which gave discretion to the Chairman of the GM. A "vote withheld" is not a vote under English law and is therefore the percentage of voting shares is the percentage of shares voted and excludes shares on which votes were withheld.
2. As at 16.30 p.m. on 25 September 2020, 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 475,333,760.
Contacts:
Company
Amigo Holdings PLC investors@amigo.me
Kate Patrick Head of Investor Relations
Roger Bennett Company Secretary
Media Relations
Hawthorn Advisors amigo@hawthornadvisors.com
Lorna Cobbett Tel: +44 (0)20 3745 4960
Additional Information
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014. 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