Requisition of General Meeting

RNS Number : 5833L

Amigo Holdings PLC

01 May 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

1 May 2020

Amigo Holdings PLC

("Amigo" or the "Company")

Requisition of General Meeting

As noted in Amigo's announcement of 28 April 2020, Richmond Group Limited has notified Amigo of its intention to remove the entire Amigo board of directors.

Requisition Notice

On 29 April 2020 Amigo received a formal notice from Richmond Group Limited ("RGL") requisitioning a general meeting of the Company's shareholders (the "Requisition Notice").

The Requisition Notice proposes resolutions to appoint each of Sam Wells and Nick Makin as directors of the Company and to remove each of the current members of the board. In accordance with Section 304(1)(a) of the Companies Act 2006, the Company must post a notice of general meeting, containing the resolutions set out in the Requisition Notice, to its shareholders by no later than 20 May 2020. 

Communications with the Financial Conduct Authority ("FCA")

In light of the above Requisition Notice, Amigo remains in close dialogue with the FCA and will endeavour to prepare for an orderly and well-managed transition to the proposed new directors in the event that all of the resolutions set out in the Requisition Notice are passed.

As part of its ongoing dialogue with Amigo, the FCA has confirmed that the dispensation that allows a senior manager to take up their position for a period prior to their application being approved (the "12 week rule") only applies in circumstances where they are providing cover for a senior manager whose absence is  temporary or reasonably unforeseen (for instance in the case of illness). The FCA has made it clear that the 12 week rule does not apply in relation to RGL's proposed directors. Amigo understands that this position has been communicated by the FCA to RGL. 

The FCA highlighted to Amigo that it must continue to comply with certain regulatory requirements, including: maintaining sufficient non-financial resources to enable it to comply with FCA requirements (COND 2.4.1); and taking reasonable care to organise and control its affairs responsibly and effectively, with adequate risk management systems (required by Principle 3 - Management and control of the Principles for Businesses).

This announcement, in so far as it relates to Amigo's communications with the FCA, 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.

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 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

 

END

 

 

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