Investor FAQs

New Equity Investment

Whilst the potential future options for Amigo are being developed we have accepted an offer for the placing of 95,019,200 new ordinary shares of 0.25p each fully paid at an issue price of 0.25p per share ranking pari passu in all respects with the existing issued Ordinary Shares.

The new equity investment is in two tranches:

-  Tranche 1: 23,766,400 new Ordinary Shares raising £59,416 before expenses, representing 5% of Amigo's existing issued share capital.  Tranche 1 has already been completed; and

-  Tranche 2: A further 71,252,800 new Ordinary Shares raising £178,132 before expenses, representing 14.99% of Amigo's issued capital before the announcement ("Tranche 2 Shares"). This issue of the Tranche 2 Shares is conditional upon shareholders approving the waiver of their pre-emption rights at a General Meeting (which will be held on 30 April 2024) and also on regulatory approval for an intra group funding reorganisation.

The General Meeting is being held at 13:30 on Tuesday 30 April 2024 at Bournemouth Highcliff Marriott Hotel, 105 St Michael’s Road, Bournemouth BH2 5DU.  The Notice of General Meeting and a Circular with full details is available here.

Tranche 2 of the new equity investment (71,252,800 new Ordinary Shares raising £178,132 before expenses) is conditional upon shareholders approving the waiver of their pre-emption rights.  A resolution to approve this will be voted on at the General Meeting (which will be held on 30 April 2024). The Notice of General Meeting and a Circular with full details is here.

Details for shareholders on how to vote are contained in the Notice of General Meeting and a Circular with full details is here.

Many of our shareholders hold their shares through a broker or a nominee (eg Hargreaves Lansdown, Halifax Share Dealing, IG Markets, AJ Bell, etc) they should refer to the ‘Nominated persons' note on page 11 of the Circular for information on how to vote.

·  A retail offering would require the production of an open offer circular. Whilst this is not quite as onerous as a full prospectus, this is an expensive document to prepare. The costs of including a retail offering to existing shareholders would have been prohibitive and substantially reduced the net funds being raised.

·  Amigo does not currently have available funds to allocate to the preparation of a circular or prospectus, and the current capital raise is relatively modest to stay within the prospectus limits.

· Dilution to existing shareholders has been limited as far as possible, as the new shareholders are paying a 25% premium to the market price immediately before the announcement (not a discount as would normally be expected for a placing).

Amigo was approached by Peterhouse on behalf of its clients with a proposal to raise new investment.  Only clients of Peterhouse are participating. No Amigo directors or PDMRs (or their connected parties) are participating.

Jim McColl is a businessman who has specialised in creating investor value by building businesses for nearly three decades. Over that period, he has invested in 20 platform acquisitions, overseen 15 exits (including 2 public listings) and led a number of public to private transactions, mergers, demergers, spin outs and turnarounds. Further background information on Jim McColl is set out in the RNS date 28 March 2024.

Jim McColl has been appointed a consultant to assist the Board in identifying potential strategic reverse takeover opportunities. At this very early stage, there can be no certainty that a reverse takeover will take place and any such transaction will inter alia require shareholder approval and a new application for listing. The Board expects that Jim will be formally appointed a non-executive Director of Amigo, once the new issue of shares, described above, has been completed.

We remain open to assessing other viable options that could be beneficial for our shareholders and wider stakeholders. Any party with a viable proposition should approach [email protected]

Scheme of Arrangement

The High Court sanctioned Amigo’s Scheme of Arrangement in May 2022 to enable an equitable distribution of redress to all Amigo Scheme creditors with a valid claim against Amigo associated with past lending practices.

The New Business Scheme included both a ‘Preferred Solution’ and a ‘Fallback Solution'. For the Preferred Solution to go ahead, Amigo needed to return to lending by 26 February 2023 and complete a successful capital raise (with a 19 for 1 dilution) by 26 May 2023. While Amigo was able to return to lending, the Board has concluded that it was not be possible to raise the required funds by the deadline. It therefore switched to the Fallback Solution, which is an orderly wind-down of the business.

The Fallback Solution required that the trading subsidiary, Amigo Loans Ltd (“ALL”) stopped lending with immediate effect and was placed into an orderly wind-down, with the result that all surplus assets after the wind-down are transferred to the Scheme creditors. In due course, ALL will be liquidated.

Amigo’s licence to lend is through Amigo Loans Ltd. We would not be able to acquire a new licence to lend under a different legal entity in time to make it viable or have the funds to do so. All businesses under the Amigo Holdings PLC umbrella are therefore likely to be wound down.

All surplus assets after the wind-down will be transferred to the Scheme creditors.