Update on General Meeting

RNS Number : 0242A

Amigo Holdings PLC

24 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

24 September 2020

Amigo Holdings PLC

("Amigo" or the "Company")

Update on General Meeting

The Board reminds shareholders that the upcoming general meeting will be held at 10.45am on Tuesday 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") .

The General Meeting, requisitioned by Richmond Group Limited ("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.

Further to the announcement on 23 September 2020 that Gary Jennison will be appointed as Chief Executive Officer of Amigo (subject to approval from the Financial Conduct Authority ("FCA")), and that Glen Crawford no longer wishes to re-join the Company, the Board would like to emphasise to shareholders that this does not change their recommendation that shareholders should VOTE AGAINST all of the Resolutions at the upcoming General Meeting, for the following reasons:

· Gary Jennison is a proven executive who has the necessary commitment, skills and experience to lead Amigo forward in the next chapter of its development.  He has a history of having worked in regulated financial services businesses and leading them through times of change. He is already familiar with the business and the challenges it faces and his appointment provides the continuity the Board believes Amigo needs at this time.

· 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
Chair of the Nomination Committee	Vacant (pending FCA approval of Jonathan Roe*)
CEO	Vacant (pending FCA approval for Gary Jennison*. Mr. Benamor will not be automatically appointed to this role)
CFO	Vacant

*A formal application has been made to the FCA for Jonathan Roe to take up the role as Chair. It is intended that an application will be submitted to the FCA today for Gary Jennison to take up the role of CEO (the application for Gary Jennison to take up the role as Chair of the Risk Committee has been withdrawn). 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.

· Whilst Mr. Benamor would become a director of the Company, the Board has appointed Gary Jennison to the role of CEO (pending FCA approval) and has no intention of considering Mr. Benamor for the role should he be elected.

· 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 which continues to impact around 40,000 customers (down from 47,000 reported at the time of posting the Notice of General Meeting). 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 further 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 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  whilst Mr. Benamor would become a director of the Company, the Board has appointed Gary Jennison to the role of CEO (pending FCA approval) and has no intention of considering Mr. Benamor for the role should he be elected; 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 is therefore unanimous in recommending that shareholders VOTE AGAINST all of the Resolutions to be proposed at the General Meeting.

How do I Vote?

Shareholders are reminded that the Notice of General Meeting dated 11 September 2020 is available on our website here and explains how shareholders can vote on the Resolutions.

Please note that shareholders must submit their final proxy vote by no later than 10.45am on Sunday 27 September 2020.

How do I find out more information?

Please visit our FAQ page for the General Meeting at https://www.amigoplc.com/investors/important-announcement or email [e-mail] .

Contacts:

Company

Amigo Holdings PLC  [e-mail]  

Kate Patrick   Head of Investor Relations 

Roger Bennett   Company Secretary

Media

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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