AGM Information • Apr 9, 2024
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION TO TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER APPROPRIATE INDEPENDENT PROFESSIONAL ADVISOR AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) WHO SPECIALISES IN ADVISING IN CONNECTION WITH SHARES AND OTHER SECURITIES. IF YOU ARE OUTSIDE THE UK, YOU SHOULD IMMEDIATELY CONSULT AN APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISOR.
If you have sold or otherwise transferred all your shares in Amigo Holdings PLC (the "Company"), please forward this document to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
This document 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 in any jurisdiction, pursuant to this document or otherwise.
To be held at
Bournemouth Highcliff Marriott Hotel, 105 St Michael's Road, Bournemouth BH2 5DU on Tuesday, 30 April 2024 at 13.30
To seek shareholder's approval for the proposed issue of 71,252,800 new Ordinary Shares of 0.25p each at 0.25p fully paid
Details of the webcast will be made available on the Company's website: www.amigoplc.com
Notice of the General Meeting of the Company which has been convened for Tuesday, 30 April 2024 to be held at Bournemouth Highcliff Marriott Hotel, 105 St Michael's Road, Bournemouth BH2 5DU at 13.30 (United Kingdom time) (the "General Meeting") is set out on page 8 of this document (the "Notice"). All references to time in this document shall be to the relevant time in the United Kingdom.
This document contains certain forward-looking statements. These include statements regarding the Company'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 document. Nothing in this document should be construed as a profit forecast. Except as required by law, the Company has no obligation to update the forward-looking statements or to correct any inaccuracies therein.
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 document 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 document or any matter referred to in it.
Peterhouse Capital Limited ("Peterhouse") has been appointed as broker to the Company. Peterhouse is acting exclusively for the Company and for no one else in relation to the matters described in this document 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 Peterhouse, or for providing advice in relation to the contents of this document or any matter referred to in it.
(Incorporated in England and Wales with Registered No. 10024479) Registered office: 11A The Avenue Centre, Bournemouth, England BH2 5RP
9 April 2024
Jonathan Roe – Chair of the Board Michael Bartholomeusz – Non-Executive Director Kerry Penfold – Chief Financial Officer
Dear Shareholder,
On 28 March 2024, the Company announced that it was seeking to raise £237,548, before expenses, by the issue in two tranches of an aggregate of 95,019,200 new ordinary shares of 0.25p each at a subscription price of 0.25p per share fully paid ranking pari passu in all respects with the existing issued ordinary shares ("Ordinary Shares") (the "Capital Raise") and had engaged James McColl ("Jim") to act as a strategic Board Consultant. In that role, Jim will be assisting the Board in identifying potential strategic opportunities for the Company to continue as a listed company by way of a reverse takeover.
On 5 April 2024, the first tranche of 23,766,400 new Ordinary Shares were issued ("First Placing Shares") raising £59,416, before expenses, utilising the authorisation granted at the Company's Annual General Meeting held on 27 September 2023 to the Directors of the Company ("Directors") to allot up to an additional 5 per cent. of the Company's issued share capital for cash without out offering pre-emption rights to existing shareholders. The issue of the second tranche of 71,252,800 new Ordinary Shares ("Second Placing Shares"), being 14.99% of the Company's issued share capital before the Capital Raise, raising £178,132, before expenses, is conditional, among other things, upon the approval of shareholders to dis-apply their Companies Acts preemption rights over such issue.
The purpose of this letter is to explain the background to the Capital Raise, the engagement of Jim as a Board Consultant and to convene a General Meeting of shareholders to seek their permission to authorise the Directors of the Company to issue the Second Placing Shares, without offering pre-emption rights to existing shareholders.
The Capital Raise and engagement of Jim are being made in the context of the Company and its subsidiaries' (the "Group") Scheme of Arrangement ("Scheme") pursuant to which the Company's operating subsidiary, Amigo Loans Ltd ("ALL"), is being run-off. ALL owns almost all of the Group's assets and, under the terms of the Scheme, ALL is required to liquidate all of its assets and subsequently be placed into a members' voluntary liquidation, with effectively all realised value being for the benefit of creditors under the Scheme. Prior to ALL being ultimately placed into liquidation, expenditure incurred by ALL needs to be for the direct or indirect benefit of ALL's Scheme creditors.
Accordingly, the Capital Raise will be used primarily to pay the costs of the Capital Raise and fund some of the costs associated with exploring potential reverse takeover opportunities including consultancy costs. Based on the Company's estimates of the Capital Raise transaction costs and the Company's ongoing costs as a listed entity, the proceeds from the issue of the new Ordinary Shares is expected to extend the runway, until the Company itself requires further funding, for up to a year.
The effect of the issue of the new Ordinary Shares on the Company's ordinary issued share capital is set out in the table below:
| Nominal | Number of | Percentage | Gross | |
|---|---|---|---|---|
| Value | Ordinary | Increase | proceeds | |
| Shares | ||||
| First Placing Shares | £59,416.00 | 23,766,400 | 5.00% | £59,416.00 |
| Second Placing Shares | £178,132.00 ----------------- |
71,252,800 ----------------- |
14.99% --------------- |
£178,132.00 --------------- |
| £237,548.00 | 95,019,200 | 19.99% | £237,548.00 | |
| Ordinary Shares in issue before the Capital Raise |
£1,188,334.40 | 475,333,760 | ||
| ----------------- | ----------------- | |||
| Ordinary Shares in issue after the Capital Raise |
£1,425,882.40 | 570,352,960 | ||
| ------------------ | ----------------- |
The Second Placing Shares will, when issued, represent approximately 14.3% of the Existing Issued Share Capital and 12.5% of the Enlarged Issued Share Capital. In aggregate, the First Placing Shares and the Second Placing Shares (when issued) will represent approximately 16.7% of the Enlarged Issued Share Capital.
The gross proceeds of the issue of the Second Placing Shares amounts to £178,132 (before expenses) and, together with the First Placing Shares, amounts to £237,548, before expenses. The net proceeds of the Capital Raise after expenses are estimated to be £184,000.
The issue of the First Placing Shares has been completed. The issue of the Second Placing Shares is conditional upon: (i) the approval of shareholders to dis-apply their Companies Act 2006 preemption rights over such issue, which is being sought at the General Meeting; (ii) on regulatory approval for an internal reorganisation, which insulates the Capital Raise monies from the Scheme processes; and (iii) the Second Placing Shares being listed on the premium segment of the Official List and to being admitted to trading on the main market for listed securities of the London Stock Exchange.
The Second Placing Shares will be issued in both certificated and uncertificated form and will rank pari passu in all respects with the Existing Issued Ordinary Shares including voting, entitlement to income and entitlement on a return of capital.
Application will be made for the Second 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. The Issue and admission of the Second Placing Shares is conditional upon shareholders approving the Resolution at the General Meeting and on Amigo receiving regulatory approval for an internal reorganisation, which is expected to occur on or about 6 May 2024, and a further announcement will be made in due course ("Admission").
The Capital Raise has no impact on the amount and timing of redress payments to the Group's Scheme creditors or the obligation on the trading subsidiary ALL to liquidate under the Scheme.
Jim brings nearly 30 years' experience of creating investor value by building businesses. Further background information on Jim is set out in the Appendix to the Company's RNS published on 28 March 2024. Jim has been engaged to act as a Board Consultant, to assist the Board in identifying potential strategic opportunities for the Company to continue as a listed company by way of a reverse takeover. The Board expects that Jim will be formally appointed a non-executive Director of the Company, once the Capital Raise has been completed.
At this very early stage, there can be no certainty that a reverse takeover will take place and any such transaction will, among other things, require shareholder approval and a new application for listing in accordance with Listing Rule 5.6.
In order to issue the Second Placing Shares, shareholders need to approve the dis-application of pre-emption rights in respect of those shares. The resolution is being proposed at the General Meeting as a special resolution (requiring a 75 per cent majority of votes cast) and, if passed, gives the required authority to the Directors to issue these shares, and is set out in the notice of General Meeting in this document ("Resolution").
The Resolution proposes that the Directors be generally and unconditionally authorised to allot and issue equity securities in connection with the issue of the Second Placing Shares up to an aggregate nominal amount of £178,132 which represents 14.28 per cent. of the Company's Existing Issued Share capital at the latest practicable date. If granted, this authority will expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 27 December 2024).
The Company's intention is that shareholders will be able to attend the General Meeting in person, should they so wish. The Company will also provide for shareholders to be able to listen to and view the General Meeting on a webcast and shareholders can submit questions to the Board in advance of the General Meeting by emailing [email protected], including your full name and investor code (IVC number).
The Board may need to make further changes to the arrangements relating to the General Meeting, including how it is conducted, and shareholders should therefore continue to monitor the Company's website and announcements for any updates.
If you hold your shares through a broker or a nominee (eg Hargreaves Lansdown, Halifax Share Dealing, IG Markets, AJ Bell, etc) you should refer to the 'Nominated persons' note on page 11 below for information on how to vote.
If you do not hold your shares through a broker or a nominee and would like to vote on the Resolution but cannot come to the General Meeting, please register your proxy electronically. To safeguard your ability to be able to vote on the Resolution, you are strongly encouraged to vote by proxy and to appoint the Chair of the meeting as your proxy. The Chair will cast votes in accordance with your instructions. You can register your proxy vote electronically at www.signalshares.com. See the Additional Information section commencing on page 9 for more details. Your proxy vote must be received by no later than 13.30 on Friday 26 April 2024.
Absent any UK government restrictions on meetings, completion of the form of proxy will not prevent you from attending or voting at the meeting in person, should you so wish.
The Board considers that the Resolution to be put to you at the General Meeting is an important part of the Company's future strategy as set out above.
The Directors are very mindful of the importance of shareholders' pre-emption rights. However, the costs of a pre-emptive offer would have been prohibitive and substantially diminished the net funds being raised. In any event, the Company did not have available funds at the time to allocate to the preparation of a circular or prospectus.
Furthermore, as the Capital Raise is limited to under 20% of the Prior Issued Share Capital and, to raise sufficient funds, is at a significant premium to the prevailing share price prior to the announcement of the Capital Raise, the Directors consider that the dilution on existing shareholders is limited to an acceptable level.
The Group has been in wind-down since March 2023. The Directors have two primary obligations: (i) to maximise the run-off proceeds from the wind-down of business, for the benefit of the Scheme creditors; and (ii) to explore what, if any, value can be derived from the residual shell. The Capital Raise provides the funds to explore possible reverse takeover opportunities to create potentially some residual value attributable to shareholders.
Accordingly, the Directors unanimously recommend that you vote in favour of the Resolution, as they intend to do themselves in respect of their own beneficial holdings of 287,569 Ordinary Shares, representing 0.06% of the Existing Issued Share Capital.
Yours faithfully
Jonathan Roe Chair of the Board
Notice is hereby given that a general meeting ("General Meeting") of Amigo Holdings PLC ("Company") will be held at Bournemouth Highcliff Marriott Hotel, 105 St Michael's Road, Bournemouth BH2 5DU on Tuesday 30 April 2024 at 13.30, to consider and, if thought fit, to pass the following resolution as a special resolution.
That the Directors be given general power pursuant to sections 570(1) and 573 of the Companies Act 2006 (the "Act") to allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the existing authorisation passed by a resolution at Company's Annual General Meeting on 27 September 2023 to issue up to a nominal value of £792,222, as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash, up to an aggregate nominal amount of £178,132 (the "Authority")
The Authority shall expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 27 December 2024), save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the Authority had not expired.
Nicholas Beal Company Secretary 9 April 2024
Registered Office: 11A The Avenue Centre, Bournemouth, England BH2 5RP
Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001 and section 360B(2) of the Companies Act 2006, the Company specifies that: (i) in order to have the right to attend and vote at the General Meeting of Amigo Holdings PLC, which will be held at Bournemouth Highcliff Marriott Hotel, 105 St Michael's Road, Bournemouth BH2 5DU on Tuesday 30 April 2024 at 13.30; and (ii) for the purposes of determining how many votes a person entitled to attend and vote may cast, a person must be entered on the register of members of the Company at close of business on Friday 26 April 2024 or, in the event of any adjournment, at close of business on the date which is two days before the day of the adjourned meeting. Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
The Board has put in place arrangements for a General Meeting to enable the shareholders to engage in the process. Shareholders will be able to listen to and view the General Meeting on a webcast. Details of the webcast will be made available on the Company's website (www.amigoplc.com). Shareholders listening to and viewing the General Meeting on the webcast will not be counted as being present at the General Meeting and, therefore, will not be able to vote, speak or ask questions. Shareholders can instead submit their vote by proxy (see note below) and submit questions to the Board in advance of the General Meeting by emailing [email protected] by no later than 13.30 on Friday 26 April 2024, including their full name and investor code (IVC number).
We strongly encourage shareholders to vote on the Resolution in advance of the General Meeting by completing an online proxy appointment form appointing the Chair of the General Meeting as your proxy, as outlined below. The Chair will cast votes regarding your shareholding in accordance with your instructions.
The Board will keep the situation under review and may need to make further changes to the arrangements relating to the General Meeting, including how it is conducted, and shareholders should therefore continue to monitor the Company's website and announcements for any updates.
If you hold your shares through a broker or a nominee (eg Hargreaves Lansdown, Halifax Share Dealing, IG Markets, AJ Bell, etc) you should refer to the 'Nominated persons' note below for information how to attend the meeting and vote.
If you hold your shares through a broker or a nominee (eg Hargreaves Lansdown, Halifax Share Dealing, IG Markets, AJ Bell etc) you should refer to the 'Nominated persons' note on page 11 below.
A member is entitled to appoint another person as his/her proxy to exercise all or any of his/her rights to attend, to speak and to vote at the General Meeting. A member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him/her. If a proxy appointment is submitted without indicating how the proxy should vote on the Resolution, the proxy will have discretion as to whether and, if so, how he/she votes. A proxy need not be a member of the Company.
In case neither you, nor any person you might appoint to vote on your behalf, other than the Chair of the meeting is able to attend the meeting in person, you are strongly encouraged to vote by proxy and to appoint the Chair of the meeting as your proxy. To register your proxy vote electronically, go to www.signalshares.com. If you need a hard copy form of proxy, please contact Link Group, our registrar, on 0371 664 0300 (callers from overseas should call +44(0) 371 664 0300). Lines are open between 9.00
and 17.30 Monday to Friday excluding public holidays in England and Wales. Within the United Kingdom, calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate.
To be valid a member must appoint a proxy or proxies electronically at www.signalshares.com (where full instructions on the procedure are given) with the appointment being received by no later than 13.30 on Friday 26 April 2024. If you are a CREST member, see the 'Proxy appointment on CREST' note below. Alternatively, any form of proxy or other instrument appointing a proxy must be received by post or by hand (during normal business hours only) no later than 13.30 on Friday 26 April 2024, by our registrar, Link Group, at:
together with, if appropriate, the power of attorney or other authority pursuant to which it is signed or a duly certified copy of that power or other authority.
Due to the potential disruption and delays to the postal service as a result of potential industrial action, we strongly recommend that you register your proxy vote electronically. If you do intend to submit a hard copy form of proxy, please ensure your form of proxy is posted sufficiently far in advance to ensure it is received before the deadline.
To change your proxy instructions, you may amend them on www.signalshares.com or return a new hard copy form of proxy using the methods set out above. Please contact the Company's registrar, Link Group, if you require another hard copy form of proxy and return to FREEPOST PXS, Central Square, 29 Wellington Street, Leeds LS1 4DL. The deadline for receipt of proxy appointments (see above) also applies in relation to amended instructions. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded. Where two (or more) valid but differing appointments of proxy are received in respect of the same share(s) for use at the same meeting and in respect of the same matter, the one which is last validly received (regardless of its date or of the date of its execution or submission) shall be treated as replacing and revoking the other or others as regards the relevant share(s). If the Company is unable to determine which appointment was last validly received, none of them shall be treated as valid in respect of the relevant share(s).
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first named being the most senior).
Completion of an electronic or paper form of proxy (or other instrument appointing a proxy or any CREST Proxy Instruction (as described in the 'Proxy appointment on CREST' note below) will not preclude a member attending and voting in person at the meeting if he/she wishes to do so. To ensure your votes are cast in accordance with your wishes, we strongly encourage you to appoint the Chair of the meeting as your proxy as it is possible that neither you nor any other person you might appoint as your proxy will be able to attend the General Meeting in person.
A vote withheld option is provided on the form of proxy to enable you to instruct your proxy not to vote on the Resolution; however, it should be noted that a vote withheld in this way is not a "vote" in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" the Resolution.
Alternatively, if you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual (available at
www.euroclear.com) subject to the provisions of the Company's Articles of Association. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST Message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK and International Limited's ("Euroclear's") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent, Link Group (ID RA10), by the latest time(s) for receipt of proxy appointments specified in this Notice.
For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
If you are an institutional investor you may be able to appoint a proxy electronically on the Proxymity platform. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged 48 hours prior to the time appointed for the meeting in order to be considered valid. Before you can appoint a proxy using this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
If you hold your shares through a broker or a nominee (eg Hargreaves Lansdown, Halifax Share Dealing, IG Markets, AJ Bell etc), you will need to ask your broker or nominee to submit your proxy on your behalf. If you wish to attend the meeting in person you will need to obtain a 'letter of representation' from your broker or nominee.
Any person to whom this Notice is sent who is a nominated person under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may have a right, under an agreement between him/her and the member by whom he/she was nominated, to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right, under such an agreement, to give instructions to the member as to the exercise of voting rights.
The statement of the above rights of the members in relation to the appointment of proxies does not apply to Nominated Persons. Those rights can only be exercised by members of the Company.
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
Any member attending the General Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if:
Shareholders can also submit questions to the Board in advance of the General Meeting by emailing [email protected] by no later than 13.30 on Friday 26 April 2024. Please include your full name and investor code (IVC number). All questions received will be considered and, where appropriate, answered either ahead of or at the General Meeting.
Copies of: the Executive Directors' service agreement with the Company; and the terms and conditions of engagement of the Non-Executive Directors, are available for inspection at the Company's registered office, during normal business hours from the date of this Notice until the close of the General Meeting (Saturdays, Sundays and public holidays excepted).
A copy of this Notice, and other information required by section 311A of the Companies Act 2006, can be found at www.amigoplc.com.
You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided in this Notice (or in any related documents including the form of proxy) to communicate with the Company for any purposes other than those expressly stated.
As of 8 April 2024 (being the latest practicable date prior to the publication of this Notice) the Company's issued share capital consists of 499,100,160 ordinary shares, carrying one vote each, and 41,000 nonvoting deferred shares. Therefore, the total voting rights in the Company as at that date are 499,100,160 ordinary shares.
Amigo Holdings PLC Unit 11A The Avenue Centre Bournemouth England BH2 5RP
www.amigoplc.com
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