Amigo Resources PLC (LON:AMGO)
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AGM 2024

Sep 30, 2024

Jonathan Roe
Chair, Amigo Holdings PLC

Good afternoon, and welcome to Amigo Holdings PLC's Annual General Meeting 2024 here in Bournemouth, and to those joining us remotely. I'm Jonathan Roe, Chair of the Amigo Board. With me here this afternoon is our board. On my left is Kerry Penfold, our Chief Executive Officer and Chief Financial Officer. On my right is fellow independent non-executive director, Michael Bartholomeusz, who chairs both the Risk and Audit Committees. And up in the Zoom ether is our newly appointed non-executive director, Jim McColl. As many of you will know, Jim recently joined the board. Jim apologizes for not being here today. He's unavoidably overseas on business. Unavoidably overseas on business, also unavailable. He continues to have an active role in reviewing RTO opportunities, which he started as a board consultant in March this year. At the far end is our company secretary, Nick Beale.

A few quick housekeeping points. May I please remind you to switch off your mobile phones, and please note for those of you here, with us here today in Bournemouth, the emergency exit is at the back of the room. As we have a quorum in the room, and it is past 1:00 P.M., I now declare the meeting open. By way of opening today's proceedings, I will say a few words before handing over to Kerry to give a review of the year. We will then address the main business of the meeting with voting on the resolutions. Finally, before we close the meeting, we'll open the floor to questions. Let me say a few words. As a board, we have focused on two things: completing the scheme of arrangement and exploring the options for an RTO for the benefit of you, our shareholders.

Kerry will say more about the work on the scheme, but I am grateful for the incredible commitment and hard work of all our employees throughout the last year. We're further through resolving the scheme of arrangement than we were this time last year. Whilst there is still much to do, to complete the wind down of the historic business, we could not have done it without such a strong and committed team. It's incredibly sad to have had to make so many of our amazing employees redundant, as we have wound down the business. However, I know they will flourish wherever they go, and there are many fortunate local businesses that have now employed our ex-Amigos. Jim has worked alongside the board since March.

During that time, to help us identify potential strategic opportunities for Amigo to continue as a listed company by way of a Reverse Takeover, RTO. It was always the plan that Jim would join the board. I'm delighted to have formally welcomed him to the board on the first of September. While there is no guarantee that the transaction will result, with Jim's track record and work to date, we believe we have an increased possibility of being able to do so. Jim's focus has been on exploring the opportunity to build Amigo through acquisition as a wealth management-focused business, supporting SMEs and high net worth individuals, as well as potentially providing back office support solutions to support other developing finance platforms. We'll provide updates on this work in due course.

I will now hand over to Kerry Penfold.

Kerry Penfold
CEO and CFO, Amigo Holdings PLC

Thank you, Jonathan. Good afternoon, and welcome. We've spent the last year working through our obligations under our scheme of arrangements fallback solution. We have now reviewed over two hundred and nine thousand claims in the scheme, with a gross redress value in excess of GBP 600 million. We estimate that the gross value of all complaints upheld is over GBP 700 million. The scheme process has been significantly more challenging than anyone had imagined, and we could not achieve what we have without the energy and passion of the whole team. In May 2024 , the scheme supervisor declared an initial scheme payment of 12.5 pence in the pound, and this has now been substantially paid to all eligible claimants. We anticipate that a final payment will be declared when Amigo Loans Limited has been fully wound down later this financial year.

Our operational wind down strategy has been focused on maximizing the returns to scheme creditors by collecting our remaining loan books efficiently. This included reduced settlement offers to customers and selling portfolios of debt and remaining live loans through a competitive tender process. We have continued to carefully monitor overheads and cancel non-essential contracts. However, as this is the solvent wind down, any services provided by our suppliers will continue to be paid for in accordance with contractual terms. Cash conservation measures included two moves to smaller premises, the first in May 2023 and the second in July 2024 . We continued with our program of redundancies, with staff numbers reduced 50% by the end of the financial year. In March 2024 , we applied to cancel the regulatory permissions for both Amigo Loans Limited and Amigo Management Services Limited, as required under our wind down plan.

This application remains in process. Net assets at 31st of March decreased to nil, reflecting that all net assets remaining after the wind down of operations are pledged to scheme creditors. The fledgling Reward Rate loan book was sold during the year. At 31st of March 2024, the remaining legacy loan book was recognized as a held-for-sale asset, fair valued at GBP 2.7 million, with no provision made for future credit impairment. This is a change from previous years when the loan book carried an IFRS 9 valuation. In May and July, after the year end, the remaining loan book not subject to scheme claims were sold following a competitive tender process. We continue to hold some previously charged-off debt, largely that of customers with a claim to be assessed in the scheme. An impairment credit of GBP 7.2 million was recognized for the year.

This was primarily due to sales of previously charged-off loans, as well as post charge-off recoveries. The scheme provision decreased from the previous year to GBP 169.4 million. This provision substantially comprises three elements: cash redress due to be paid by SchemeCo at pence on the pound, cash refunds or loan balance adjustments due to be received from ALL in full, and costs to be incurred wholly in conjunction with completing the scheme. We posted a loss before tax of GBP 12.7 million, compared to a loss of GBP 34.7 million in the prior year. This reflects the decreasing size of the business, with the fall in expenditure largely due to reduced staff costs. I will now hand you back to Jonathan to take questions on the resolutions.

Jonathan Roe
Chair, Amigo Holdings PLC

Thank you, Kerry. I should like to proceed by splitting the opportunity to ask questions into two parts. We will first go through the resolutions. Before we do so, does anyone in the room have specific questions on the resolutions? No. We have a further part of Q&A at the end of the formal part of the meeting to deal with any other questions you may have, and this will include questions from Zoom people participating on Zoom. If you wish to ask a question, please wait for the microphone to arrive before asking the question. Before you ask your question, please give your name and state whether you're a shareholder, proxy or corporate representative. If you're a proxy or corporate representative, please state your name and the name of the shareholder you are representing.

Any questions from the floor? Okay, thank you. I'll now hand over to our company secretary, Nick Beale, who will take us through the formal part of the meeting.

Nick Beal
Company Secretary, Amigo Holdings PLC

Thank you, Jonathan. I will deal with the resolutions that are set out on pages three to five of the meeting notice. There's a detailed explanation of these resolutions on pages six to eight of the notice. As I go through, the results shown on the screen are those cast by proxy, that's appointing the chair as a proxy ahead of the meeting. Shareholders in person can vote until the end of the meeting. We will then count the additional votes and verify those before publishing an RNS later today, announcing the final voting totals. So to take you through the resolutions individually. Resolution one relates to approving our reports and accounts. As you will see, this shows the number of votes for, against, and the number withheld, and the percentages, and currently, that resolution is passed.

Resolution two deals with the directors' remuneration report, which is included in the annual report and accounts. This is an ordinary resolution, and you'll see the votes for, against, and withheld, shown on the screen. Resolution three is the re-election of Jonathan Roe as a director of the company. Again, the votes shown as voted for by proxies are on the screen. Resolution four is the re-election of Michael Bartholomeusz as a director of the company, and again, the results voted on by proxy are currently shown. Resolution five is the election of James Jim McColl as a director of the company, and the votes are as shown currently on the screen. Resolution six is the re-election of Kerry Penfold as a director of the company. The votes are there shown for you.

As you will see, as currently under our proxy votes, all of the directors have been re-elected. Resolution seven is the re-appointment of the auditor. MHA are our current auditors, and you'll see the results shown on the screen in front of you. Resolution eight deals with the remuneration of the auditor, and again, the results are shown on the screen. Resolution nine deals with political donations and political expenditure, and the results of the proxy votes are shown on the slide in front of you. Resolution ten deals with the directors' authority to allot shares under Section 551 of the Companies Act, and again, the current votes by proxy are shown in front of you. The remainder of the resolutions are special resolutions. They require a majority of 75, or a 75% majority, to pass.

Resolution eleven deals with the authority for disapplication of pre-emption rights. As you will see, these are the current votes cast under the proxy, however, there are shareholders present in the room who are likely to vote on this resolution during the meeting. Resolution 12 deals with the additional authority for disapplication of preemption rights. Again, this is a special resolution, so requires 75% majority, and the current proxy votes are shown on the screen in front of you. Resolution 13 deals with share buybacks, giving the company the power to buy back shares. Again, this is a special resolution, and the results are as shown on the screen in front of you. And finally, resolution 14 is in relation to the notice of general meeting, allowing for a general meeting to be called on not less than 14 days' clear notice.

Again, the current proxy votes are as shown on the screen in front of you. Jonathan, that concludes the formal part of the business.

Jonathan Roe
Chair, Amigo Holdings PLC

Nick, thank you. Well done. So we'll now open the floor to questions, including this time from those joining us remotely. Shall we start with the floor? Any questions from the floor? That's a no. Mo, has anybody got their hand up, as they say, on Zoom?

Nick Beal
Company Secretary, Amigo Holdings PLC

Not as yet.

Jonathan Roe
Chair, Amigo Holdings PLC

Let's give them a minute or so.

Roger Bennett
Shareholder, Amigo Holdings PLC

I'll ask a question, if I may.

Jonathan Roe
Chair, Amigo Holdings PLC

Yeah. Mr... and your name is?

Roger Bennett
Shareholder, Amigo Holdings PLC

Roger Bennett, shareholder.

Jonathan Roe
Chair, Amigo Holdings PLC

Very good.

Roger Bennett
Shareholder, Amigo Holdings PLC

How much longer does the board think this process will take?

Jonathan Roe
Chair, Amigo Holdings PLC

What, the AGM?

Roger Bennett
Shareholder, Amigo Holdings PLC

Oh, you know, the winding down of-

Jonathan Roe
Chair, Amigo Holdings PLC

It's gonna take a few more months, is the issue. It's Kerry and the team have done fantastically well, but every time you think you've solved something, there's another slew of exceptions which hold you up at the pass. So we're getting to the last knockings, but inevitably, the last knockings are bitty and complicated. It's not that we don't wanna finish it, it's... We're desperate to finish it, but it's, there are waiting periods for people to make claims that they don't like the settlement. There's this, there's that. It... I'm gonna say it is what it is. Would we have done it better a second time? Yes, but, you know, we don't get two goes at this is the answer. Kerry, do you have any other thoughts?

Kerry Penfold
CEO and CFO, Amigo Holdings PLC

No, I think that's so well said, Jonathan. We regret it's taking as long as it has. But I think you're fair to say that we are nearing the end. We've paid out over 160,000 customers. We've reviewed 209,000 claims. We do still have a little way to go, and I expect those last few difficult things will take a few more months.

Jonathan Roe
Chair, Amigo Holdings PLC

Yeah.

Roger Bennett
Shareholder, Amigo Holdings PLC

Thank you.

Jonathan Roe
Chair, Amigo Holdings PLC

Thank you, Roger. Mo, any other people?

Roger Bennett
Shareholder, Amigo Holdings PLC

No hands up.

Jonathan Roe
Chair, Amigo Holdings PLC

No hands up, as they say. Right. Right, another 30 seconds. Do you wanna ask another question, Roger? No.

Roger Bennett
Shareholder, Amigo Holdings PLC

No.

Jonathan Roe
Chair, Amigo Holdings PLC

Oh, dear. Okie dokie. Thank you everybody who joined us remotely. Thank you to everybody in the room. Grateful for all the efforts that go into all these things. Thank you. Meeting's closed.

Roger Bennett
Shareholder, Amigo Holdings PLC

Oh, was that-

Jonathan Roe
Chair, Amigo Holdings PLC

Oh, hang on. What's up?

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