AMGO Amigo Holdings Plc

28 March 2024

Amigo Holdings PLC

("Amigo" or the "Company")

Appointment of Jim McColl as strategic consultant

Placing of new shares

Total Voting Rights (TVR)

Amigo Holdings PLC ("Amigo") is pleased to announce that it has today engaged Jim McColl to act as a Board Consultant. In that role, Jim McColl will assist the Board in identifying potential strategic opportunities for Amigo to continue as a listed company by way of a reverse takeover. 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 in accordance with Listing Rule 5.6. The Board expects that Jim McColl will be formally appointed a non-executive Director of Amigo, once the new issue of shares, described below, has been completed. Jim McColl brings nearly 30 years' experience of creating investor value by building businesses. Further background information on Jim McColl is set out below.

The engagement of Jim McColl has been made in the context of Amigo's group's ongoing Scheme of Arrangement ("Scheme") pursuant to which Amigo's current operating subsidiary, Amigo Loans Ltd ("ALL"), is being run-off and subsequently placed into Liquidation, with effectively all value being for the benefit of creditors under the Scheme.

Whilst the potential future options for Amigo are being developed, Peterhouse Capital Limited ("Peterhouse") has arranged the following placing of 95,019,200 new ordinary shares of 0.25p each fully paid ("new Ordinary Shares") at an issue price of 0.25p per share ("Placing Price") ranking pari passu in all respects with the existing issued ordinary shares ("Placing"):

-     23,766,400 new Ordinary Shares raising £59,416 before expenses, representing 5% of Amigo's existing issued share capital ("First Placing Shares"); and

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

In each case, the issue of the new Ordinary Shares is conditional upon admission to listing on the premium segment of the Official List.

The additional capital raised by the Placing will be used to provide working capital to Amigo to pay primarily the costs of this transaction and fund some of the costs associated with exploring potential reverse takeover opportunities including consultancy costs. Based on the Company's current estimates of the transaction costs and  other ongoing costs, the capital raised from the issue of the new Ordinary Shares is expected to extend the runway, until Amigo itself requires further funding, for up to a year.

Application will be made for the First 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, which is expected to be on 5 April 2024 ("Admission").

Immediately following Admission of the First Placing Shares, the enlarged share capital of the Company will comprise 499,100,016 ordinary shares of 0.25p each ("Ordinary Shares"). Each Share has one voting right. No Shares are held in treasury. The above figure may, following Admission, be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

A circular seeking shareholder approval for the authorities necessary to issue the Second Placing Shares will be sent to shareholders shortly.

Peterhouse has been appointed as broker to Amigo. Beaumont Cornish continues to be Amigo's Listing Sponsor.

This announcement has no impact on the timing of redress payments to the Group's Scheme creditors or the obligation on the trading subsidiary Amigo Loans Ltd to liquidate under the Scheme.

Quote:

Jonathan Roe, Chair of Amigo commented:

"Jim McColl has an impressive track record of creating valuable businesses for investors and we are looking forward to working with him as we continue to seek a better solution for shareholders that presents the opportunity of restoring some value to them. There is no guarantee that a transaction will result, but with Jim's track record we believe we have increased the possibility of being able to do so."

APPENDIX

Jim McColl 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.

This has included the successful turnaround of Clyde Blowers plc, a small engineering company with a full listing on the London Stock Exchange, in which he bought a 29.9% stake in 1992. With a 3 % market share, he led the acquisition strategy of six of the company's seven global competitors capturing a 60% share of the world market over 5 years before taking the company private.

Over the past 30+ years Jim McColl has been the chief architect of significant expansion and growth for Clyde Blowers, developing the business into a portfolio of global engineering companies. 

In May 2007, the acquisition of Weir Pumps (Glasgow) from The Weir Group PLC was announced. The diverse portfolio of technologies, process knowledge and expertise generated by Weir Pumps was incorporated into a newly created company, Clyde Pumps Ltd, and in so doing 600 jobs and an important part of Scotland's engineering heritage was saved.  

In September 2008, Jim led the largest transaction in Clyde Blowers' history by acquiring the entire Fluid & Power Division of Textron Inc, an American Fortune 500 multi-industry company in a deal worth over $1 billion. This included a US company, Union Pumps, which was merged with Clyde Pumps in 2008 to form Clyde Union Pumps. The combined business was sold 3 years later in 2011 for a return of 4 x invested capital and a 60% IRR. 

More recently, in 2018, Jim founded AlbaCo (now Alba Bank) with a view to establishing a new Scottish based challenger Bank focussed on serving the SME market with dedicated relationship management and modern digital IT. Alba Bank expects to be awarded a full Banking Licence during the 2nd half of 2024 enabling it to take deposits and start lending.

Jim is actively involved in promoting enterprise and enterprise education with a particular interest in improving the life chances for disadvantaged young people. In 2014 he set up Newlands Junior College. His vision was to create a Junior College for young teenagers at risk of disengaging from local secondary schools that would give them support and opportunity to move on to a successful and rewarding future by providing alternative curricular programmes.

Newlands' alternative approach to their education in years S3 and S4 which, in addition to academic subjects, combined vocational training, life skills, nutrition and outdoor activities. 92.1% of the students achieved a positive outcome (moving into employment or further education) after graduating. It was an outstanding success.

Contacts:

Notes to Editors:

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. On 23 March 2023 Amigo announced that it has ceased offering new loans, with immediate effect, and would start the orderly solvent wind-down of the business. Amigo provided guarantor loans in the UK from 2005 to 2020 and unsecured loans under the RewardRate brand from October 2022 to March 2023, offering access to mid‐cost credit to those who were unable to borrow from traditional lenders due to their credit histories. Amigo's 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.

Forward looking statements

This announcement contains certain forward-looking statements. These include statements regarding Amigo Holdings PLC's intentions, beliefs, or current expectations and those of our officers, Directors and employees concerning, amongst other things, our financial condition, results of operations, liquidity, prospects, growth, strategies, and the business we operate. These statements and forecasts involve risk, uncertainty, and assumptions because they relate to events and depend upon circumstances that will or may occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. These forward-looking statements are made only as at the date of this announcement. Nothing in this announcement should be construed as a profit forecast. Except as required by law, Amigo Holdings PLC has no obligation to update the forward-looking statements or to correct any inaccuracies therein.

Market Abuse Regulations

The information contained within this announcement would have, prior to its release, constituted inside information as stipulated under Article 7 of the Market Abuse Regulations (EU) No.596/2014 as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (together, "UK MAR"). Upon the publication of this announcement by a regulatory information service, this inside information will be considered to be in the public domain. For the purposes of UK MAR, the person responsible for arranging for the release of this information on behalf of Amigo is Nick Beal, Company Secretary.

ENDS