TIDMAMGO
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 Vacant (pending FCA approval of Jonathan
Committee 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 investors@amigo.me
Kate Patrick Head of Investor Relations
Roger Bennett Company Secretary
Investor Relations
Hawthorn Advisors amigo@hawthornadvisors.com
Lorna Cobbett Tel: +44 (0)20 3745 4960
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
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
NOGGZGMLLGDGGZM
(END) Dow Jones Newswires
September 11, 2020 02:00 ET (06:00 GMT)
Amigo (LSE:AMGO)
Historical Stock Chart
From Apr 2024 to May 2024
Amigo (LSE:AMGO)
Historical Stock Chart
From May 2023 to May 2024