Notice of General Meeting and Posting of Circular

RNS Number : 6798Y

Amigo Holdings PLC

11 September 2020

 

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

FOR IMMEDIATE RELEASE

11 September 2020

Amigo Holdings PLC

("Amigo" or the "Company")

Notice of General Meeting and Posting of Circular

On 27 August 2020, Amigo announced that it had received a formal notice from Richmond Group Limited ("RGL") requisitioning a general meeting of the Company's shareholders (the "Requisition Notice").

The Requisition Notice (as subsequently amended by RGL) proposes the following resolutions (the "Resolutions") relating to the appointment and removal of directors of Amigo Holdings PLC and the appointment of directors to the Company's regulated subsidiary, Amigo Loans Ltd:

1.  THAT James Benamor is appointed as a director of Amigo Holdings PLC with immediate effect.

2.  THAT Nayan Kisnadwala is removed as a director of Amigo Holdings PLC with immediate effect.

3.  THAT Roger Lovering is removed as a director of Amigo Holdings PLC with immediate effect.

4.  THAT Glen Crawford is appointed as a director of Amigo Loans Ltd with immediate effect.

5.  THAT Gary Jennison is appointed as a director of Amigo Loans Ltd with immediate effect.

6.  THAT Richard Price is appointed as a director of Amigo Loans Ltd with immediate effect.

7.  THAT Jonathan Roe is appointed as a director of Amigo Loans Ltd with immediate effect.

The Company confirms that a circular incorporating notice of a general meeting, to be held at 10.45 a.m. on 29 September 2020 at Nova, 118-128 Commercial Road, Bournemouth, England, BH2 5LT or as soon thereafter as the Company's Annual General Meeting (which has been convened at 10.30 a.m. on the same day at the same location)   (the "General Meeting"), has been posted to the Company's shareholders today (the "Circular").

The purpose of the General Meeting is to give shareholders the opportunity to vote on the Resolutions which force the Board to take steps which, for the reasons summarised below and as detailed further in the Circular, it believes are not in the best interest of the Company or its shareholders as a whole.  

The Board unanimously recommends that shareholders VOTE AGAINST the Resolutions for the following reasons:

· If the Resolutions are passed, the Company will have no Executive Directors and, in summary, the following positions will be vacant:

Position	Status
Chair	Vacant (pending FCA approval of Jonathan Roe*)
Senior Independent Director	Vacant
Chair of the Risk Committee	Vacant (pending FCA approval of Gary Jennison*)
Chair of the Nomination Committee	Vacant (pending FCA approval of Jonathan Roe*)
CEO	Vacant (the CEO designate, Glen Crawford* will resign immediately and Mr. Benamor will not be automatically appointed)
CFO	Vacant

* Formal applications have been made to the Financial Conduct Authority ("FCA") for Glen Crawford, Jonathan Roe and Gary Jennison to take up the indicated roles. As part of this process each of these individuals has been certified by the Board to the FCA as being a fit and proper person for his proposed role. However, there is no certainty regarding the timing of FCA approval of any individual to take-up a given role, or indeed if final FCA approval will be received.

· This lack of oversight and control risks having a significant negative impact on the Company.

· In particular it is critical that shareholders note that the CEO designate, Glen Crawford, will resign immediately if the resolution to appoint Mr. Benamor as a director of Amigo Holdings PLC is passed. Glen Crawford and the Board have already agreed that Glen Crawford's resignation will automatically take effect in such circumstances.

· The Board regards Glen Crawford as the best person to lead the Company and his resignation would be materially detrimental to the interests of the Company and its shareholders.

· Whilst Mr. Benamor would become a director of the Company, he would not be automatically appointed CEO. This would require a number of pre-conditions to be satisfied, including being viewed by the Nomination Committee as being the best available person for the role, being re-assessed by the Board as being fit and proper for the proposed role, and finally being approved by the FCA for the role.

· The Company is currently facing a number of urgent and time critical customer issues, including: (i) resolving a backlog of complaints; (ii) uncertainty regarding future complaint volumes; (iii) an investigation by the FCA into the Group's affordability practices since 1 November 2018; and (iv) the ending (at the end of October 2020) of the Covid-19 payment holidays granted to around 47,000 customers. All of these issues are against the background of an anticipated rapid increase in the rate of unemployment as the Government's furlough scheme comes to an end in October 2020 and which may impact Amigo's customers. Each of these issues is extremely serious; collectively they are capable of impacting the Company's ability to continue as a going concern. For these reasons, any unnecessary changes to the Board a t this critical and unprecedented time are not in the best interests of the Company or its shareholders as a whole and may be disruptive and damaging to the Company and its stability and ability to focus on the current key challenges facing the business and to take the business forward.

· The Company will be without a CEO for an indeterminate and potentially prolonged period . This will be damaging and detrimental to the Company at this critical time.

· The Company will be without a CFO. Nayan Kisnadwala is an experienced CFO with a deep understanding of the Company and its current issues.

· Mr. Benamor's offer to buy 29% of the Company's shares at up to 20p per share may never materialise as it is conditional on a number of third party actions, but significant damage will have been done to the Company if the Resolutions are passed:

o  his public disclosures state that his offer to purchase shares is conditional on him being made CEO - it is not conditional on him merely being appointed to the Board;

o  even if the resolution to appoint Mr. Benamor to the Board is passed, Mr. Benamor will not automatically be appointed to the role of CEO. He can only become CEO if (i) the Board subsequently appoints him; and (ii) the FCA approves of his appointment. Neither of these events may happen; and

o  regulatory approval from the FCA is required before RGL can purchase more than 20% of the Company's shares and become a "controller". This approval may not be given.

The Board and Glen Crawford are therefore unanimous in recommending that shareholders VOTE AGAINST all of the Resolutions to be proposed at the General Meeting.

A copy of the Circular, containing more information in relation to the General Meeting, is available on the Company's website at www.amigoplc.com/investors .

In compliance with Listing Rule 9.6.1R of the UK Financial Conduct Authority, the Circular will be submitted to the National Storage Mechanism and will, in due course, be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

Contacts:

Company

Amigo Holdings PLC          [e-mail]  

Kate Patrick   Head of Investor Relations 

Roger Bennett                   Company Secretary

Investor Relations

Hawthorn Advisors           [e-mail]

Lorna Cobbett                    Tel: [phone]

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 20 January 2017 among, inter alia, the Issuer, the guarantors named therein and U.S. Bank Trustees Limited, as trustee and security agent. Amigo is the indirect parent company of the Issuer. This announcement shall constitute a "Report" to holders of the Notes.

ENDS

 

END

 

 

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