Strategic report
2 Headlines
3 Business model
4 Chair’s statement
6 Financial and Non-financial review
10 Strategy
12 Sustainability
16 Stakeholder engagement and section 172
19 KPIs
21 Risk management
22 Our principal risks
23 Principal risks and uncertainties
25 Going concern and viability statement
Corporate governance
27 Chair’s introduction
28 Board of Directors and Company Secretary
29 Executive Committee (“ExCo”) members
30 Corporate governance statement
32 Governance report
38 Audit Committee report
40 Nomination Committee report
41 Risk Committee report
43 Directors’ remuneration report
57 Directors’ report
63 Directors’ responsibilities statement
Financial statements
65 Independent auditor’s report to the members of Amigo
Holdings PLC
73 Consolidated statement of comprehensive income
74 Consolidated statement of financial position
75 Consolidated statement of changes in equity
76 Consolidated statement of cash flows
77 Notes to the consolidated financial statements
96 Company statement of financial position
97 Company statement of changes in equity
98 Company statement of cash flows
99 Notes to the financial statements – Company
102 Appendix: alternative performance measures
(unaudited)
102 Glossary
104 Information for shareholders
About Amigo
Amigo offered guarantor loans in
the UK from 2005 to 2020,
providing mid-cost credit to those
who would otherwise find it difficult
to access financial services. Having
received a high volume of
complaints about its historic lending
practices, in May 2022, Amigo
entered a Court approved Scheme
of Arrangement. From October
2022 to March 2023 Amigo offered
unsecured loans, under the
RewardRate brand, to those who
are unable to borrow from
traditional lenders due to their
credit histories. Having been unable
to secure the necessary capital to
fully relaunch the business in the
timeframes set by the Scheme, on
23 March 2023, Amigo stopped
offering new loans and started an
orderly solvent wind down of the
lending business. Amigo’s back
book of loans has now been
substantially run off or sold, with all
net proceeds for the benefit of
creditors under the Court approved
Scheme of Arrangement. The
recent placing of new Amigo shares
has raised capital expected to
extend Amigo Holdings PLC’s
(“Amigo PLC” or “Company”)
runway to the end of the current
financial year, while the Company
tries to secure a reverse takeover
(“RTO”). The Group’s operating
subsidiaries are authorised and
regulated in the UK by the Financial
Conduct Authority.
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Annual Report and Accounts
Operational Headlines
• On 23 March 2023, Amigo PLC switched to the
Fallback Solution under the Group’s Scheme
of Arrangement.
• Subsequently, the Board determined that the
financial statements will no longer be prepared on a
going concern basis (see note 1 of the Financial
Statements).
• The priorities now are to complete the orderly wind
down of the business as outlined under
the Scheme’s Fallback Solution, to realise assets to
maximise return for Scheme creditors, and to look
after the wellbeing of our remaining employees.
• Collection or sale of all loan books is substantively
complete.
• Initial processing of claims made under the Group’s
Scheme of Arrangement is now almost complete.
• Staff numbers have reduced accordingly throughout
the year under a planned redundancy programme.
• Amigo PLC has recently raised capital to extend the
life of the PLC while the Board
investigates possibilities for an RTO that could
benefit shareholders. Unless an RTO of Amigo PLC
takes place, the wind down will leave no value for
shareholders.
• Chief Executive Officer Danny Malone left the
business in December 2023, having served his
notice period. His role was merged with that of
Kerry Penfold, Chief Financial Officer.
Financial Headlines
• Reflecting the wind down of operations, and the
accrual of all future business wind down
overheads, net assets have decreased to £0.0m
(FY23: £12.6m).
• All net assets remaining after the wind down of
operations are pledged to Scheme creditors.
• Revenue declined 81.9% as all new
lending ceased, and the remaining loan book
substantially reached the end of its term.
• An impairment credit was recognised in the
period of £7.2m due to sales of previously
charged-off loans as well as net recoveries post
charge-off.
• Administrative and other costs decreased
50.8% year on year, leading to a loss before
tax of £12.7m (FY23: £34.7m).
• All debt, other than standard trade creditors,
was repaid in the previous year. Cash held at
31 March 2024 was £174.9m, of which £84.5m
was restricted, primarily to pay Scheme
creditors.
Strategic Report
Annual Report and Accounts 2024
3
BUSINESS MODEL
Amigo’s lending business model was driven by our purpose of providing those with few options to borrow the
opportunity to achieve financial mobility. It offered accessible and affordable loans to potential customers who had
limited access to mainstream finance. With our customer-centric approach, we sought to create value for our
stakeholders with strong cash generation and efficient operations.
Unfortunately, we were unable to raise sufficient funds to meet the conditions of Amigo’s Scheme of Arrangement. On
23 March 2023, the lending business was placed into an orderly wind down, and new lending was stopped. As we
collected the loan book and processed claims in the Scheme, we remained committed to our values, appropriate
governance and strong regulatory compliance. This process of winding down the lending business is now largely
complete. Amigo Loans Ltd is expected to enter liquidation in the next 9 months, after final payments are made to
Scheme Creditors.
We are currently investigating possibilities for a RTO of Amigo PLC to provide a future for the Listed Company
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Annual Report and Accounts
C
HAIR’S STATEMENT
In March 2023, we made the
incredibly difficult decision to
switch to the Fallback Solution
under the Group’s Scheme of
Arrangement. This was the end
of a long struggle to revive the
lending business and the start of
a difficult wind down. Initially,
we thought wind down would
take 12 months, but we came
across unexpected complexity
during the process. However, we
are now nearing the end and on
course to exceed our forecast of
the amount available for Scheme
creditor redress.
By the end of our financial year,
we had paid over £33m in
refunds to over 15,000
consumers as part of the
Scheme process. Between April
and June 2024, we paid another
£47m in refunds to over 18,000
consumers. For completeness,
these refunds are for
customers with a valid Scheme
claim who made loan payments
to Amigo after the Scheme took
effect (26 May 2022) and (in
some cases) between 1
December 2021 and the date the
Scheme took effect. I am
pleased that separate from this,
the Scheme Supervisors have
recently declared an Initial
Scheme Payment of 12.5p per
pound. We are in the process of
paying that Initial Scheme
Payment to Scheme creditors,
and by the end of June, we had
paid £66.5m of this initial
amount. A final Scheme
payment will be made when all
assets and liabilities of the
Amigo Loans business have been
realised, and we still expect that
the total of the Scheme
payments (initial and final
payments) will not be less
than 17p per pound.
Amigo PLC
Meanwhile, in line with our
duties under the Companies Act,
we have continued to explore all
avenues for the benefit of Amigo
PLC shareholders and all
stakeholders by speaking to a
number of parties about a
potential transaction.
In June 2023, Amigo PLC
entered into a period of
exclusivity to allow Michael
Fleming, a financier and existing
shareholder, to explore finding
and completing a debt
investment in the Company or its
subsidiaries. We are grateful for
Mr Fleming’s enthusiasm and
persistence in this.
Unfortunately, despite
everyone’s best efforts, we were
unable to secure investment to
continue our new (RewardRate)
lending business. This reflected
the increasingly challenging
conditions for UK lenders. The
backdrop of interest rate
uncertainty, continued
regulatory change, and the cost-
of-living crisis, made the
environment to establish
sustainable and profitable mid-
cost lending almost impossible,
and this situation continues
today.
We began to seek opportunities
for a RTO as the only possible
prospect of delivering any future
value for Amigo PLC
shareholders.
Shares were suspended from
trading in October 2023 to
explore a potential RTO with
Craven House Capital plc and
others. This would have
involved the Group acquiring
early-stage businesses involved
in music and film streaming, a
worldwide digital magazine
platform, and a payments
provider along with a cash
subscription. Unfortunately, this
was unsuccessful for reasons
outside Amigo’s control, and in
November, the share trading
suspension was lifted.
In March 2024, we announced a
proposal to place 95,019,200
new ordinary shares at an issue
price of 0.25p per share. As part
CHAIR’S STATEMENT
Jonathan Roe
Strategic Report
Annual Report and Accounts 2024
5
of this, Jim McColl was
appointed as a Strategic
Consultant to the Board.
Jim brings nearly thirty years of
experience creating value for
investors by building businesses
and has been helping identify
potential opportunities for Amigo
to continue as a listed company
using a RTO. Although any such
deal will likely result in a
significant dilution for
shareholders, we feel a RTO
would be in their best interests,
given the wind down of the
existing Group (Amigo Holdings
PLC and its subsidiaries).
In April, shortly after the end of
the accounting period, we held a
General Meeting to approve the
necessary waiver of pre-emption
rights. These new shares have
been issued and raised just over
£235,000 before expenses.
Based on Amigo PLC’s current
estimates, the new capital is
expected to extend its runway to
the end of the financial year
until Amigo PLC itself requires
further funding.
It is important to state that a
RTO cannot be guaranteed at
this stage. Any such transaction
will require shareholder approval
and a new application for listing.
Unfortunately, if this strategy
does not succeed, there will be
no remaining value in the
Company for shareholders. The
Company will need to convene a
separate General Meeting to
seek approval to delist the
Company and enter Amigo PLC
into a Member's Voluntary
Liquidation.
Culture and Conduct
As I noted last year, we
recognised the failings of the
past and worked hard to develop
a culture that put customers
first. This has continued during
wind down and the sale of our
remaining loan books. There
have been significant challenges
in implementing a complex
Scheme at scale and recognising
the diverse circumstances of
claimants. The complexities are
largely derived from the
guarantor lending model that
Amigo innovated and the
interactions between borrowers
and guarantors. However, our
team has strived to deliver
excellent service in these difficult
circumstances.
Our People
Our people are our greatest
asset, and the resilience and
adaptability they have shown
continue to be remarkable. All
our employees have operated
knowing they will be made
redundant as part of the Scheme
process. Yet, they have
continued to keep a clear focus
on serving Amigo and its
customers. On behalf of the
Board, I would like to thank our
current staff and those who
have already left the business
for their unerring commitment
and energy over this immensely
difficult period. A key priority for
us is the wellbeing of our teams.
We are committed to looking
after those that remain with us
as we progress through the wind
down and complete the Scheme,
and preparing them for their
onward journey as they leave
the business.
Board
Throughout the year, we have
operated with a reduced
number of Directors. This has
been appropriate in the
circumstances considering the
need to manage costs.
At the end of December, Danny
Malone stepped down as CEO,
having progressed the business
well into wind down. This was
another sad day for Amigo.
Danny was a tireless leader of
the executive team in our search
to secure commitments for new
financing, and he was integral to
getting our RewardRate product
into the market.
Danny resigned and worked his
notice period, and received no
redundancy or compensation for
loss of office. In January 2024,
Kerry Penfold assumed his role
in addition to her responsibilities
as Chief Financial Officer. Nick
Beal, Chief Restructuring Officer
and General Counsel, was
appointed Company Secretary
following the departure of Roger
Bennett, who had been in the
role since 2019.
Looking ahead
Operational wind down is nearly
complete. The Group has
changed beyond recognition
since wind down began.
However, recent investment
offers the hope of a positive
future for the Amigo PLC
separate from its current
subsidiaries.
Jonathan Roe
Chair
24 July 2024
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Annual Report and Accounts
FINANCIAL AND NON-FINANCIAL REVIEW
Kerry Penfold
Chi
Amigo’s Scheme of Arrangement
contained both a Preferred
Solution (allowing the business
to continue lending) and a
Fallback Solution. On 23 March
2023, the Board announced that
it had taken the very difficult
decision to switch the Scheme
from the Preferred Solution to
the Fallback Solution. This
meant we entered an orderly
wind down process. The trading
subsidiary, Amigo Loans Ltd
(“ALL”), immediately ceased new
lending and began realising all
assets, in line with the Court
order requirement that all
surplus after the wind down is
transferred to the Scheme
creditors. This is reflected in the
consolidated balance sheet,
which shows no shareholder
equity in the current business.
In due course, ALL will be
liquidated, as required by the
Fallback Solution. As ALL is the
only revenue-generating
business within the Group, it is
expected that other subsidiaries
in the Group will be liquidated
alongside it. After year end,
Amigo PLC raised a small
amount of capital that would
allow it to meet some costs
independent of the trading
business, potentially providing
an alternative to liquidation.
Wind down strategy
While our objectives changed as
we entered Fallback, our
previously reported strategic
pillars remained relevant
throughout this period with a
strong focus on costs,
maintaining good governance
and operating responsibly to
meet our customers’ needs for
the remainder of their
relationship with us.
We sought to maximise returns
to Scheme creditors by collecting
our remaining loan books
efficiently. Our strategy included
reduced settlement offers to
customers and selling portfolios
of debt and remaining live loans
through a competitive tender
process. This included selling all
the RewardRate loans in January
2024.
As at the end of March 2024, we
had c.12,000 legacy borrowers
with open loan positions, with
the average loan balance being
c.£1,300. In May 2024, after
the end of the accounting
period, we sold the bulk of our
remaining live loan ‘Amigo
Loans’ portfolio and have
effectively ceased collections
activity.
Specific cash conservation
measures have been taken to
maximise returns to Scheme
creditors. This included two
moves to smaller premises, the
first in May 2023 and the second
in July 2024. We have continued
to carefully monitor overheads
with the cancellation of non-
essential contracts. However,
this is a solvent wind down, and
any services provided by our
suppliers will continue to be paid
for in accordance with
contractual terms.
The wellbeing of our people will
also remain a focus throughout
the wind down. While it has
been necessary to cut costs
through planned staff
reductions, it is equally
necessary that we retain key
roles and provide support for our
people throughout the process.
Effective governance and open
dialogue with our Regulator have
been maintained throughout the
wind down process as we focus
on delivering the best outcome
possible for all our stakeholders.
In March 2024, we applied for
FINANCIAL AND NON_FINANCIAL REVIEW
Kerry Penfold
Chief Executive and Chief Financial Officer
Strategic Report
Annual Report and Accounts 2024
7
cancellation of regulatory
permissions for both ALL and
Amigo Management Services
Limited (“AMSL”) as required
under our wind down plan. This
application remains in process.
The Scheme
Our focus has been on the
completion of the Scheme, but
this has been beset by
complexity and challenge. We
received over 209,000 claims,
significantly more than
anticipated. More of those
claims were fully or partially
upheld than we predicted. This
has naturally led to a greater
volume of administration and
complexity in dealing with the
claims than we originally
expected. This stretched our
resources and regretfully led to
delays in resolving claims and
returning monies to claimants.
We are pleased to report that
the determination of Scheme
claims has now been largely
completed. As at 30 June 2024,
£66.5m had been returned to
claimants within the Scheme,
with a further £118m written off
from loan balances.
Amigo PLC
We also seek to add value to
Amigo PLC, which is in line with
our duties under companies’
legislation to consider the
interests of all stakeholders.
Since the Group started the
orderly wind down of its lending
business, the Company has
remained open to any
expression of interest from third
parties in all or any assets of the
business. In the year 2023/4,
this involved a period where
shares were suspended to allow
discussions under an exclusivity
agreement with a potential RTO
candidate. Unfortunately, this
was unsuccessful for reasons
outside Amigo PLC’s control.
In March, we announced the
proposed placing of 95,019,200
new ordinary shares at an issue
price of 0.25p per share. In April
2024 (after the year-end), we
held a General Meeting to
approve the necessary waiver of
pre-emption. These new shares
have been issued and raised just
over £235,000 before expenses.
Based on Amigo PLC’s current
estimates, the new capital is
expected to extend its runway
until the end of the current
financial year, after which Amigo
PLC would require further
funding to avoid insolvency.
As part of this fundraising, we
also announced that we had
engaged Jim McColl as a Board
Consultant to help identify
potential strategic RTO
opportunities.
However, should a viable
alternative solution not emerge
within this extended runway
period, there will be no
remaining value in the Company
for shareholders, and the
Company will need to convene a
separate General Meeting.
During this meeting, shareholder
approval will be sought to delist
the Company from the London
Stock Exchange and to enter
Amigo PLC into a Members
Voluntary Liquidation.
Our People
Our people have always been
what makes Amigo special.
Within the Fallback Solution, we
require a reducing number of
existing roles. On 24 March
2023, just before the end of the
last financial year, all employees
were placed at risk of
redundancy, and we entered a
period of consultation, which
continues for everyone
remaining. Many of these
colleagues had been with us for
a significant part of, if not all,
their careers. It was our priority
to support them, both while they
remained with us and in their
preparation and search for their
next role outside Amigo. Over
the year, we reduced staff
numbers from 193 to 94, and
after the year-end, we have
continued this process, with just
41 remaining at the end of June
2024.
Financial Review
Overall financial
performance
This year’s financial performance
reflects the active winding down
of operations. Net assets
decreased to £0.0m (FY 2023:
£12.6m). All net assets
remaining after the wind down
of operations are pledged to
Scheme creditors. Net loss after
tax was £12.6m compared to a
loss of £34.8m in the prior year.
This reflects the decreasing size
of the business, with the fall in
expenditure largely due to
reduced staff costs.
Revenue
Revenue declined 81.9% to
£3.5m over the 12 months as all
new lending ceased and the
remaining loan book
substantially reached the end of
its term. The decline in revenue
is reflected in customer
numbers, which fell 58.6% to
12,000 (FY 2023: 29,000).
Impairment
An impairment credit of £7.2m
was recognised in the period (FY
2023: credit of £3.4m). The
credit was primarily due to sales
8
Annual Report and Accounts
of previously charged-off loans
in the period, as well as post-
charge-off recoveries.
At 31 March 2024, the loan book
was recognised as a held-for-
sale asset valued at £2.7m,
unlike previous years in which
the loan book carried an IFRS9
valuation (2023: £45.7m). No
provision was made for future
impairment as the loan book was
held at fair value based on the
expected proceeds from the
sale. In May and July 2024,
after the year end, the
remaining loan book not subject
to Scheme claims, was sold to a
third party following a
competitive tender process.
The Scheme provision has
decreased from the prior year to
£169.4m (FY 2023: £195.9m).
The provision substantially
comprises three elements: (i)
cash redress due to be paid by
Scheme Co at pence in the
pound; (ii) cash refunds, or loan
balance adjustments, due to be
received from ALL in full; (iii)
costs to be incurred wholly in
conjunction with completing the
Scheme.
Delays in processing Scheme
claims meant that payments to
claimants commenced in
February 2024, later than
anticipated. At the year-end
Amigo had made cash payments
of £33.2m to a portion of
claimants who were due refunds
in full from ALL. Since the year-
end, a further £47m has been
refunded, amounting
substantially to all refunds owing
under the Scheme.
In May 2024, an Interim Scheme
Payment of 12.5p in the pound
was declared and has now been
substantially paid to all eligible
claimants. We anticipate that a
second and final payment will be
declared later this financial year,
and in the region of £200m will
have been paid out to Scheme
creditors.
The income statement charge of
£12.1m (2023: £19.1m) reflects:
● an underlying increase in our
estimate of the cash
available to redress claimants
(2024: £ 106.5m; 2023:
£97.1m);
● the utilisation and re-
estimation of overheads and
wind down provisions.
● the reclassification of
impairment provision on
loans that will receive a
balance adjustment in the
Scheme.
Although substantial progress
has been made through the year
on the decisioning of claims and
calculation of redress due, an
element of estimation remains in
both the final redress number
and the cost to complete the
Scheme. Further information
and sensitivity analysis can be
found in note 2.2 to the
Financial Statements.
Cost management
Administrative and other
operating costs decreased by
£18.4m (50.8%) to £17.8m. The
main categories of expenditure
included in administrative and
other operating expenses are
employee costs of £10.5m
(2023: £17.3m), licence fees of
£1.4m (2023: £2.5m) and legal,
professional and consultancy
fees of (£0.1m) (2023: £10.9m).
Last financial year, these figures
were elevated due to the costs
incurred in developing the
RewardRate product. In
addition, in recognition of the
wind down, extensive cost-
cutting has taken place across
the business, including a
reduction in staff numbers from
193 to 94. The savings from this
continue in the current financial
year.
This year, operating costs have
been elevated by an accrual for
future business overheads to
reduce net assets to zero,
reflecting that there is no
underlying value for existing
shareholders.
Tax
A tax credit for the year ended
31 March 2024 of £0.1m relates
to Amigo’s Luxembourg entity.
Loss for the year
Despite a substantial reduction
in revenue, Amigo made a far
smaller loss in 2023/4 than the
previous financial year. Loss
before tax was £12.7m (FY
2023: £34.7m) with loss after
tax of £12.6m (FY 2023: loss of
£34.8m). This is due to reduced
costs, earnings on cash deposits
and recoveries on previously
charged-off debt from sale and
collection.
Our basic loss per share for the year
was a loss of 2.7p (FY 2023: loss of
7.3p). Our adjusted basic profit per
share for the year was 0.8p (FY
2023: loss of 2.0p).
Funding and liquidity
All Group debt, save trade credit
incurred in the ordinary course of
business, was repaid in the prior
financial year. Funding to the
Group is now entirely in cash.
There was an increase in total cash
over the year despite the
commencement of redress
payments to Scheme creditors (see
table below). This was a result of
Strategic Report
Annual Report and Accounts 2024
9
strong collections on the remaining
loan book and inflows from the debt
sale programme and was helped by
strong cost control. In April 2023, in
accordance with the conditions of
the Fallback Solution, Scheme Co
returned funds to ALL to ensure it
remains well funded for an orderly
wind down of operations, providing
a movement of cash from restricted
to unrestricted accounts. Through
the year, surplus collections have
been paid to Scheme Co, a process
that will continue throughout the
wind down period until the
liquidation of ALL.
All cash is held in AAA deposit
accounts or highly liquid funds.
Rising interest rates and the
repayment of all financing debt in
the prior period led to a year-on-
year increase in net interest
receivable of £5.0m to £6.5m.
Summary
It is extremely disappointing to
be executing the wind down of
the lending business; it is not
the outcome I or any of the
Board wanted to see.
However, with the sale of the
loan books and the operational
wind down nearing completion,
we can take some comfort from
being on track to deliver redress
to Scheme claimants above our
original forecasts. That is thanks
in no small part to the
tremendous effort of our people.
I am very proud of and grateful
for the resilience of all our staff
and their determination to
support customers and each
other.
Kerry Penfold
Chief Executive Officer
24 July 2024
Restricted cash materially relates to money held by Scheme Co or in designated trust accounts for the benefit of Scheme claimants.
31 Mar 24 31 Mar 23
Cash and cash equivalents
(restricted)
£84.5m £107.2m
Cash and cash equivalents
£90.4m £62.4m
Total
£174.9m
£169.6m
Strategic Report
10
Annual Report and Accounts
STRATEGY
In March 2023, Amigo announced that it had been
unable to secure adequate capital investment to meet
the conditions of its Court-sanctioned Scheme of
Arrangement and to continue with its strategy to
rebuild a responsible, mid-cost lending business. No
viable alternative was identified to enable the
progression of the Scheme’s Preferred Solution. As a
result, the business switched from the Preferred
Solution to the Scheme’s Fallback Solution on 23
March 2023.
Following switching to the Fallback Solution, Amigo
was required by the Scheme to wind down the
business and operations of ALL. As a result, all new
lending was immediately stopped. All surplus assets
after the wind down will be transferred to Scheme
creditors. The Scheme wind down requirement
applies only to ALL, but with no other revenue-
generating activities in the Group, it is envisaged that
all Group subsidiaries will ultimately be liquidated.
The wind down is expected to be substantively
complete by the end of 2024.
The strategic priorities of the business are now
focused on maximising collections to support creditor
redress, delivering compensation to Scheme claimants
with upheld claims, and ensuring an orderly wind
down of the business. Our previously reported
strategic pillars remain relevant within the wind down
strategy.
The Directors have continued to seek investment for
the continuation of Amigo PLC in some form. They
are currently investigating the possibility of a RTO
(see Chairman’s statement). If no RTO is achieved,
the Board will issue proposals to delist the shares of
Amigo Holdings PLC from the London Stock
Exchange.
Meet our customers’ needs
As at the end of March 2024, ALL had c.12k
borrowers with open loan positions, the average loan
balance being c.£1.3k. We selected preferred buyers
for the loan book and debt following a competitive
tender process. The RewardRate loan book was sold
in January 2024. In May 2024, after the end of the
accounting period, we sold the bulk of our remaining
live loan ‘Amigo Loans’ portfolio and have effectively
ceased collections activity.
Prior to completion, our focus was on identifying and
mitigating any adverse impacts on our customers.
Continued communication with borrowers ensured
that collection processes remained transparent and
fair to them and encouraged positive outcomes in the
management of their accounts.
We have sought to maximise the amount payable to
Scheme creditors by optimising collections activity
and other value realisation mechanisms. Claims
assessment, adjudication and the payment of redress
are all unaffected by the wind down.
The specialist support team remained in place to
ensure continuity of service to vulnerable customers.
Invest in our people
Our people have always been what makes Amigo
special. Despite the incredibly difficult period our
colleagues have worked through, we continue to see
strong engagement. The wind down is now expected
to be completed by the end of 2024. We retained a
number of key roles and capabilities to support our
customers through the remainder of their loan term,
to complete the Scheme and to manage the wind
down itself. However, in order to maximise returns to
creditors, the Group has been obliged to progressively
reduce its costs. Sadly, this has entailed a programme
of redundancies. We have provided outplacement
support and been heartened by the news of progress
in new external roles by many who have already been
made redundant through this process.
Enhance efficiencies
Throughout wind down, in order to maximise returns
to Scheme creditors, specific cash conservation
measures have been, and will continue to be, taken.
Non-critical supplier contracts were terminated and a
move to smaller premises was completed in May 2023
and again in July 2024.
Operate responsibly
Throughout the wind down process we have
continued to maintain operational resilience and data
security measures, recognising the importance of
these to our customers and obligations as a firm. In
March 2024, we applied for cancellation of regulatory
permissions for both ALL and AMSL as required under
our wind down plan. Effective governance and open
dialogue with our Regulator has been, and will
continue to be, maintained for as long as Amigo
remains authorised.
Strategic Report
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11
In addition to our obligations as a regulated firm, we
recognise our obligations as a listed company and the
need for good governance. In reducing the size of
the Board and management team, reducing from a
three lines of defence to a two lines risk management
model, and in other matters we have sought to take a
proportionate approach to governance appropriate for
Amigo’s current circumstances.
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Annual Report and Accounts
SUSTAINABILITY
Our people
At Amigo, we have always recognised that it is our
people who make the difference. They have gone the
extra mile to deliver the right outcomes for our
customers and still embody Amigo’s culture and
purpose.
The past four years have been exceptionally
challenging. As we complete the wind down process,
we are committed to supporting our employees’
health and wellbeing, retaining the necessary staff to
fulfil our ongoing obligations, and providing each
employee with the right tools to prepare for and
transition to their next role outside Amigo.
Engagement, retention and wellbeing
Following our announcement on March 2023 that the
lending business would wind down, all employees
were immediately placed at risk of redundancy.
During the wind down process, we have retained a
reducing number of key roles and functions.
Engagement remained a top priority. Although it is no
longer formally scored, we have sought to listen to
colleagues through informal surveys and respond to
their concerns. This has included greater, and more
frequent, communication surrounding the wind down
process.
A 24/7 employee assistance line is available to all
employees who may need additional support and in-
house Mental Health First Aiders have been trained to
offer help and advice. Our hybrid working policy
remains in place for those balancing home and work
life. Colleagues are asked to attend the office at least
twice a week, subject to individual circumstances. We
continue to have a whistleblowing process with
ongoing ability for staff to raise concerns.
In incredibly difficult times, our colleagues have
shown remarkable resilience and determination to
deliver the best outcome to stakeholders.
It remains important to retain key roles and functions
to complete the Scheme and manage the wind down
itself. We were pleased to minimise the initial impact
of redundancies by reducing outsourced requirements
and redeploying colleagues internally.
An outplacement service is available for all employees
to support them through the redundancy process and
in their career transition, helping our employees to
swiftly secure a new role if that is what they want to
do. Our HR function has also been proactive in
approaching local businesses to discover suitable
vacancies.
Diversity
Delivering equality and supporting diversity to create
an inclusive workplace where all our people feel
valued and able to fulfil their potential, regardless of
their race, gender, age, sexual orientation, religion or
disabilities, reflects our fundamental value of being
human. The importance of diversity, equity and
inclusion (“DEI”) is highlighted in our equity and
diversity policy which applies to all employees in
Amigo, and the mandatory DEI e-learning module
that all colleagues are required to complete annually.
The graphics overleaf show our employee base at
year end, split by gender, using the definition used in
the Hampton-Alexander Review
1
(namely the most
senior level of management (“ExCo”) plus those of its
direct reports that are at Director level).
1 Hampton-Alexander Review – Improving gender balance in FTSE leadership, November 2019.
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Annual Report and Accounts 2024
13
Staff numbers as at 31 March 2024
Our community and social action
Amigo of the past was proud of the role it played in our community. Unfortunately, owing to our financial position,
Amigo has not been able to support charities and non-core activities as we would have liked. However, we continue
to play a role in the local community, using local businesses and advertising roles to our staff for other local
employers.
Human rights and modern slavery
Amigo respects and supports human rights and is committed to the highest level of ethical standards and sound
governance arrangements. We act ethically and with integrity in all our business dealings. In accordance with the UK
Modern Slavery Act, our Modern Slavery Statement is approved by our Board and published on our website.
Environment
At Amigo we believe that by looking after our people and the planet, we can contribute to a better world. In line with
government guidelines for Streamlined Energy and Carbon Reporting (“SECR”), the following pages present our
energy usage, associated emissions, energy efficiency actions and energy performance of our two UK offices.
Between May and July 2023, Amigo closed its larger main office and moved to its smaller second office located in
Bournemouth.
Methodology
Amigo PLC collects and reports data in accordance with the Greenhouse Gas Protocol: A Corporate Accounting and
Reporting Standard, Revised Edition. The data is based on energy and fuel consumption from 1 April 2023 to 31
March 2024.
Organisational boundaries
Amigo PLC reports on all sources of environmental impact over which it has operational control. Carbon emissions
and energy data have been reported for the following sites/locations:
- Nova Building
- 11A Avenue Centre
Executive Commitee
Senior Management
Other employees
Male 2
Female 3
Male 3
Female 3
Male 46
Female 35
Total
5
Total
6
Total
81
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Annual Report and Accounts
Calculation approach
Emission factors
Emission factors were used from DEFRA 2023 - published by the UK Department for Energy Security and Net Zero.
Scope 2 emissions were calculated using both the location-based and market-based methods. As all locations are
based in the UK (location-based method), emission factors were taken from the DEFRA 2023, which represents the
average emissions of electricity supply from the UK National Grid.
Modelling approach
To calculate the average number of full-time equivalent employees (“FTE”) we averaged the number of FTE
employees in each month of the financial year.
No other modelling was applied as all data was considered primary.
Greenhouse Gas Emissions and Energy Use Data
Greenhouse Gas Emissions and Energy Use Data for the period 1st April 2023 to 31st March 2024 are as follows:
Table 1. Energy consumption from business activities, in line with DEFRA 2023.
Indicator 2022/23 (kWh) 2023/24 (KWh)
Electricity
560,429
91,170
Gas
0
0
Transport 2,117
704
Total 562,546
91,874
Table 2. Greenhouse gas emissions from business activities, in line with Greenhous Gas Protocol.
I
ndicator
2022/23
(Tonnes CO2e)
2023/24
(Tonnes CO2e)
Gas, company-owned vehicles & other fuels (GHG Protocol Scope 1) 0.51 0.17
Electricity (GHG Protocol Scope 2) – location-based 108.38 18.88
Electricity (GHG Protocol Scope 2) – market-based 26.06 18.88
Total (location-based) 108.89 19.05
Total (market-based) 26.57 19.05
GHG Emissions Intensity (CO
2
e/per FTE) –location-based 0.54 0.15
GHG Emissions Intensity (CO
2
e/per FTE) –market-based 0.13 0.15
We have calculated and reported our emissions and energy performance in accordance with the Streamlined Energy
and Carbon Reporting (SECR) requirement and Greenhouse Gas Protocol guidance. We have included emissions data
from the previous year, as this information was available. In future reports, we will continue to disclose historical
figures to provide a comparison year by year.
Reason for change in SECR
Changes in total tCO2e and kWh reported in 2022/23.
The large reductions in our total emissions and energy consumption between 2023 and 2024 are due to the business
vacating our main office partway through the financial year.
Electricity
We have seen a significant drop in our electricity usage from last year. This is due to the business vacating the Nova
Building on 10 July 2023, part way through this financial year. Where electricity usage decreased for the Nova
Building (more than 90%), we did see a significant increase in our current, smaller site of around 110%. However,
this office is much smaller than the Nova Building, so the increase was to be expected but not on the scale of
matching our usage from last financial year.
Company-owned vehicles
We have only ever owned one company van, which was used by our facilities manager. This was sold in September
2023, reducing the fuel (diesel) used between 2023 and 2024.
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Annual Report and Accounts 2024
15
Other fuels
No refrigerant replacements were needed or spills to report.
Energy-related activities in the reporting period
There were no energy-related activities to report in 2024.
Taskforce on Climate-related Financial Disclosures (“TCFD”)
As a consequence of the Board’s decision to place the business in wind down, work towards assessing and
responding to the risks and opportunities that climate change presents was stopped. This was considered appropriate
in view of the short time horizon over which the business will continue to operate and the nature of climate-related
events. For this reason, Amigo has not complied in full with the TCFD recommendations and will not continue on its
path to TCFD compliance.
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Annual Report and Accounts
STAKEHOLDER ENGAGEMENT AND SECTION 172
Our section 172 statement
Section 172 of the Companies Act 2006 normally
requires a director of a company to act in the way
they consider, in good faith, would be most likely to
promote the success of the company for the benefit
of its members as a whole. In March 2023, the Board
concluded that it was no longer viable to continue
with the capital raise and Amigo reverted to the
Fallback Solution; being the orderly wind down of the
business on behalf of creditors. In reverting to the
wind down, the Board had to prefer the interests of
creditors over shareholders.
In considering section 172, the Directors are required
to have regard, among other matters, to:
(a) the likely consequences of any decision in the
long term;
(b) the interests of the Company’s employees;
(c) the need to foster the Company’s business
relationships with suppliers, customers and others;
(d) the impact of the Company’s operations on the
community and the environment;
(e) the desirability of the Company maintaining a
reputation for high standards of business conduct;
and
(f) the need to act fairly between members of
the Company.
The Directors consider these factors in
discharging their duties under section 172. The
key stakeholders we consider in this regard are
our customers, our employees, our shareholders
and creditors, the regulators, our brokers and
suppliers, the local community in which we are
located and the environment.
The Board recognises that building strong
relationships with our stakeholders is
fundamental to delivering its strategy and
operating the business sustainably. This remains
the case as the business progresses through its
wind down strategy, with the same care and
diligence given to engaging with and supporting
our various stakeholders throughout the process.
While the priorities and how we engage may
have changed for each stakeholder group, the
focus on delivering the best outcome remains.
One of the key aims of Amigo’s wind down
strategy is to ensure that, to the greatest
extentpossible, all customers are protected, staff
are treated fairly and that the impact on
businesses that rely on us is minimal.
Our Customers
Our priorities
• To meet customer needs and, over the past two years, to ensure that they fully understand the Scheme of Arrangement process.
• To understand how customers’ needs evolve over time, enabling early identification of when a customer needs extra support.
• To ensure continuity of service during the wind down process and encourage good financial management.
• To realise the value of the loan book in order to maximise the amount payable to creditors under the Scheme.
• To expedite all Final Response Letters and redress payments in a controlled fashion that does not endanger the funds available for the benefit
of the wider claimant population.
How we engage
• Customer communication is sent via post, SMS or email. We have a dedicated Scheme website that is updated with frequently asked questions
and a dedicated Scheme helpline.
• The content of the communications is tailored to the customer’s situation and provides the right level of reassurance.
• Our systems enable our teams, who are trained to identify vulnerability triggers, to easily recognise and record vulnerability concerns, so that
calls and outcomes can be tailored to the customer’s needs. Once a customer is identified as potentially vulnerable, they are passed on to our
specialist support team.
Outcomes
.
• Customers have a good understanding of the Scheme process, what it means for them and the need to continue to repay their loan during the
wind down.
• Customers are provided with tailored support throughout their journey with us.
Strategic Report
Annual Report and Accounts 2024
17
Our priorities
• To provide clear, timely and transparent updates on our business to all investors in line with regulatory requirements and best practice.
• To manage expectations and foster a good understanding of our business, its financial position and resultant challenges.
• To continue to explore RTO options to mitigate losses faced by investors.
How we engage
• All-employee calls, hosted by the CEO, are held to update colleagues on the latest information and provide an opportunity to ask questions
of management and the Board. These are supplemented with regular one-to-one engagement at team level, weekly update emails and
redundancy consultations during the wind down process. FAQs related to the wind down and redundancies were provided on Amigo’s
intranet.
• All communication with our employees aims to be fully transparent and provide an estimate of timescales of the wind down and redundancy
processes.
• Internal promotion of potential new roles, both within Amigo to support the wind down process and external positions to help those being
made redundant.
Provision of an outplacement service to support through redundancy and career transition enabling our employees to swiftly secure a new role.
• 24/7 confidential employee assistance line available to all employees to provide individual support where needed.
• Mandatory training to ensure regulatory compliance.
• The Board receives regular employee updates from the Executive Team.
Outcomes
• We have retained key people through a period of significant uncertainty for the business.
• Our employees are engaged, have a solid understanding of our values and of our regulatory obligations.
• Employees are supported to reach their full potential both at Amigo and in their ongoing career.
Investors
Our priorities
• To retain talented, appropriately qualified and engaged employees in key roles throughout the wind down process.
• To provide an inclusive environment, where all employees feel valued and are kept informed of the issues that impact them and the broader
business.
• To encourage challenge and diversity of thought.
• To support our employees while they remain with us.
• To help ready our colleagues for their next career steps as they prepare to leave Amigo.
How we engage
• Amigo conducted its Annual General Meeting on 27 September 2023, providing an online facility as well as the opportunity to attend in
person. A General Meeting was held on 30 April 2024 seeking shareholder approval for disapplication of pre-emption rights. Both meetings
provided shareholders with the opportunity to ask questions of the Board and senior management.
• Financial results were reported on a 6-month period, and presentations webcast to enable access to all. During the wind down, results will
be made available on the London Stock Exchange’s Regulatory News Service and on Amigo’s corporate website.
• Calls were held during the year with shareholder groups or individuals/potential investors, hosted by the Chief Restructuring Officer (now
General Counsel/Company Secretary) and the Chair of the Board. A dedicated email for investors’ enquiries is available and the PLC website
provides share information and FAQs on Amigo’s current situation.
• Board members attend ad hoc investor meetings and receive regular updates from our General Counsel/Company Secretary.
Outcomes
• Opportunities for a RTO transaction are being explored and a small amount of capital has been raised to enable these to continue to be
explore.
• In order to try to find a suitable RTO partner, we reached out to a wide range of contacts including: FCA authorised Sponsors, Nomads, law
firms and accountants. These approaches led to good discussions with several potential RTO partners and some of these discussions are
continuing.
• On 28 March 2024, Amigo announced that it was engaging Jim McColl to act as a Board consultant to assist the Board in identifying
potential strategic opportunities for Amigo to continue as a listed company by way of an RTO.
• Investors are provided with information required to enable informed investment decisions.
• After year end, Peterhouse Capital Limited arranged the placing of 95,019,200 new ordinary shares of 0.25p each fully paid at an issue price
of 0.25p per share ranking pari passu in all respects with the existing issued ordinary shares.
Our People
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Annual Report and Accounts
Suppliers
How we engage
• A thorough procurement process ensures a good fit with the organisation and provides a good foundation from which to build strong supplier
relationships.
• Individual heads of business divisions maintain relevant relationships.
• The Board receives updates on any issues or proposals concerning suppliers, for example, where outsourcing is considered.
Outcomes
• Collaborative, transparent and effective relationships with partners.
• Supplier services are maintained as required to the end of the wind down process, with all non-essential services being terminated when
reasonably possible.
Our priorities
• To ensure continuity of service through retention of key suppliers to minimise disruption to operations, maintain an outstanding customer
service and to ensure an orderly wind down of the business.
• To provide comfort to our suppliers that Amigo has sufficient liquidity and that services will continue to be paid for in full under normal terms.
Outcome
A reduction in our carbon footprint as the business scales down.
Community and the Environment
Our priorities
• To help the most vulnerable in our society.
• To minimise the impact we have on the environment.
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Annual Report and Accounts 2024
19
SUMMARY RESULTS AND KPIs
The key performance indicators (“KPIs”) presented here
are helpful in assessing the Group’s progress against its
strategy and were closely monitored internally before
wind down. The KPIs reflect the lack of new lending and
run-off of the back book. However, they are not
exhaustive as management also takes account of a wide
range of other measures in assessing underlying
performance. See the Financial and Non-Financial
Review on pages 6 to 9 for further detail on the Group’s
financial performance throughout the year.
Number of Customers
(’000)
Description Performance
The number of customers
represents accounts with a
balance greater than zero,
exclusive of charged-off
accounts at year-end. It is the
key non‑financial KPI used
within the business to review
current performance.
Customer numbers have fallen by 58.6% to
12,000 (2024: 29,000), driven by two factors:
no new lending in the year to 31 March 2024
and continued collections on the back-book.
Revenue
(£m)
Description
Performance
Revenue comprises interest
income on amounts receivable
from customers. It is primarily
derived from a single segment
in the UK.
As a result of decreased customer numbers,
revenue has declined by 81.9% to £3.5 m
from £19.3 m.
Statutory (loss)/profit before
tax (£m)
Description Performance
This KPI represents statutory
(loss)/profit before tax and is
one of the measures used to
review performance in the
year
.
Statutory loss before tax was £12.7 m for the
period (2023: loss of £34.7 m)
Statutory (loss)/profit
after tax (£m)
Description
Performance
This KPI represents statutory
(loss)/profit after tax and is
reviewed in conjunction with
adjusted loss/profit after tax
within the business.
Statutory loss after tax was £12.6 m
(2023: loss of £34.8 m). Due to losses
brought forward, there is no tax charge on
profits for the year. A small tax credit is
shown in relation to the Luxembourg entity.
73
29
12
2 0 2 2
2 0 2 3
2 0 2 4
89.5
19.3
3.5
2 0 2 2
2 0 2 3
2 0 2 4
167.9
-34.7
-12.7
2 0 2 2
2 0 2 3
2 0 2 4
169.6
-34.8
-12.6
2 0 2 2
2 0 2 3
2 0 2 4
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Annual Report and Accounts
Adjusted profit/ (loss) after tax
(£m)
Description
Performance
Adjusted profit/ (loss) after tax is a
non‑IFRS measure, adjusting for
non-recurring transactions. The
Directors believe that adjusting for
these items is useful in making year-
on-year comparisons.
Adjusted profit after tax was £3.9m
(2023: loss of £9.3m); In the current
and prior financial year, it adjusts for
the complaints provision, restructuring
expenses and onerous contracts in
relation to the wind down.
Basic (loss)/earnings per share
(pence)
Description
Performance
This measure calculates
(loss)/earnings after tax per share
(weighted average number of
shares).
Basic loss per share was 2.7p compared
to prior year loss per share of 7.3p,
driven by the decrease in statutory profit
after tax year-on-year.
Adjusted basic earnings/(loss)
per share (pence)
Description
Performance
This non-IFRS measure is shown in
note 12. Basic earnings/(loss) per
share is adjusted for items consistent
with adjusted profit/loss after tax to
give a better understanding of
the underlying performance of the
business
Adjusted profit per share was 0.8p
compared to a loss of 2.0p in the prior
year. The adjusted profit after tax this
year is primarily driven by the increase
in complaints provision.
13.3
-9.3
3.9
2 0 2 2
2 0 2 3
2 0 2 4
35.7
-7.3
-2.7
2 0 2 2
2 0 2 3
2 0 2 4
2.8
-2
0.8
2 0 2 2
2 0 2 3
2 0 2 4
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21
Two lines of defence
RISK MANAGEMENT
Overview
Risk management has remained a key objective for
Amigo. Our approach to risk management continues
to be founded upon a robust risk management
framework, articulated risk appetites, and supporting
policies that help us manage risks in a resilient
manner. Training and awareness are targeted to
embed behaviours that support the identification and
escalation of risks and issues that threaten the
delivery of desired outcomes.
The Board is ultimately responsible for our risk
management framework and its effectiveness. The
Board works alongside senior management with
delegated mandates to promote a responsible risk
management culture. It emphasises the importance
of balancing risk with business objectives while
ensuring compliance with regulatory requirements
and internal policies. At Amigo, every employee is
empowered to make risk-aware, purposeful decisions.
Throughout the wind down process, the governance
of the business remains fundamentally important. We
are committed to delivering the highest standards of
corporate oversight with diligence and integrity, a
robust risk management framework and strong
ethical culture.
Good customer outcomes remain at the heart of what
we do. We will continue to drive a culture that puts
customers first and is focused on achieving positive
outcomes for all stakeholders throughout the wind
down process.
Emma Stirland
Chief Risk Officer
Amigo moved away from a three lines of defence model after the wind down was invoked and all new lending ceased. The
decision was considered appropriate as it followed a period of intense audit activity (in preparation for the launch of
RewardRate) and conserved funds for Scheme claimant redress. Since that time, a two lines of defence model remains in
place and the level of assurance from those teams has been increased. The responsibilities of the separate lines of defence
are:
First line of defence: This is where day-to-day decisions are made. Business teams identify and track risks, managing and
resolving any issues found. First line teams include business units and functions and self-assurance teams.
Second line of defence: Amigo’s Chief Risk Officer has dedicated teams that monitor and challenge the first line to ensure
risks are identified and managed effectively on an ongoing basis. These teams include Risk and Compliance functions,
Financial Crime monitoring and QA.
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Annual Report and Accounts
Our principal risks
Principal risks are those that can seriously affect the
Company’s performance, business objectives or
reputation. Amigo recognises that taking risk is
necessary, but we seek at all times to ensure that the
risk we take is well informed, deliberate and that
controls are in place to mitigate the impact if any
materialises. Our risk profile is reviewed regularly at all
levels in the organisation to keep us risk-aware and our
decision-making aligned with our risk appetite.
Each principal risk has a defined appetite, which sets
out the baseline level of risk that we are willing to
accept. The risk appetite takes into consideration the
level of risk exposure and our strategic goals. Since
March 2023, when we stopped lending, the risk profile
has changed, and we have placed more emphasis on
the orderly claims, the Scheme of Arrangement and
debt sales.
There are six principal risks:
Conduct
Inappropriate actions taken
by individuals or the
Company could lead to
customer detriment or
negatively impact
market stability.
Regulatory
If the regulatory environment
changes or we don’t meet the
requirements, it could detrimentally
impact our business through
regulatory action, including
investigation or fines.
Strategic
The risk that we fail to achieve
our objectives, including an
Outcomes
By managing our risks
effectively, we support the
delivery of good outcomes
Operational
This relates to the
possibility of business
operations failing due to
inefficiencies or
breakdown in internal
processes, people and
systems.
Financial
A failure to properly manage
liquidity, capital or
investments, could lead to
financial losses which may
result in reduced funds
available to the Scheme or in a
more severe case, an inability
to complete the forecasted
orderly wind down.
Credit
Debtors may fail to meet their
debt obligations in full or on
time. There may also be
exposure to concentrations in
credit.
Strategic
The risk that we fail to
achieve our objectives,
including an orderly wind
down, due to poor
decisions, a failure to
adapt to changes or
through adverse external
conditions.
Strategic Report
Annual Report and Accounts 2024
23
Principal risks and uncertainties
Our principal risks and uncertainties are summarised below.
Conduct
Risk appetite
Amigo has an averse appetite for
taking action or inaction that leads to
customer harm and failure to pay due
regard to the needs and circumstances
of individual customers.
As we move through the wind down
and the Scheme of Arrangement, we
aim to maximise and pay redress as
quickly as possible.
Risk drivers and threats
The unexpected volume of claims
and complexity of redress
calculations have led to unavoidable
Scheme delays. The organisation is
aware that the extended time frames
for outcome and redress payments
have incurred some detriment for
claimants, and a key priority has
been to minimise such delays
wherever possible.
We are mindful of the impact of high
inflation and the cost of living on
borrowers, which will put additional
strain on customer finances and
affordability.
Key mitigating actions
Amigo continues to focus on Scheme
delivery and has taken all measures
possible to ensure that claimants
receive redress payments as quickly as
possible. This has included increasing
resources where needed to reduce
delays. We continue to work closely
with the Scheme adjudicators and
Scheme administrators.
Operational
Risk appetite
Amigo takes a proportionate approach
to operational risks, balancing the
need to provide resilient operational
performance with the need to remain
nimble. We will reduce our operations
as we progress through the wind down
process in a safe and orderly way.
Amigo aims to retain the quantity and
quality of people necessary to meet its
objectives throughout this period.
Risk drivers and threats
While the new lending platform
(RewardRate and Open Banking)
caused some instability, these
facilities were managed by the First
Line of Defence and are no longer
actively used for customer
onboarding. The Amigo infrastructure
has remained stable, with no
significant outages that have
impacted customers.
As the organisation reduces and the
number of processes operated
decreases, Amigo will reduce
suppliers and staff numbers while
also considering appropriate physical
locations and infrastructure.
The risk of cyber attack continues
to be a threat across all industries.
Key mitigating actions
Amigo partners with trusted third
‑
party
cyber experts to manage evolving cyber
risks. Operational risks continue to be
monitored to protect the controlled wind
down of the business. Retention of key
personnel has an increased focus
on this purpose.
Regulatory
Risk appetite
Amigo is in a sector (financial services)
and sub-sector (alternative finance)
that are inherently subject to significant
regulatory risk. We take all reasonable
steps to reduce that risk as it applies to
us.
Risk drivers and threats
Amigo maintains a constructive and
open relationship with the Financial
Conduct Authority and other
regulators and agencies. While
lending has ceased, Amigo continues
to be a regulated entity as it collects
payments from the existing loan book
and progresses with the Scheme and
customer redress activity.
Key mitigating actions
Amigo still operates under a Voluntary
Requirement (“Asset VREQ”). With
debt sales due to conclude in
July/August 2024, Amigo has
submitted a request to the FCA to
remove any residual lending
permissions. We continue to work
closely with the regulators as we work
through the wind down and the
Scheme of Arrangement.
Strategic
Risk appetite
Now that the organisation is in wind
down, the strategic focus has switched
to the orderly wind down of the
business, debt sales, collection of
remaining loans, customer redress,
processing of Scheme claims, and
application of redress due.
Risk drivers and threats
In the short term, the Company
needs to maintain the ability to
evolve, adapt, and be responsive
to changes in the internal and
external environment.
Key mitigating actions
Amigo has appointed Grant Thornton
to provide advice and guidance on
completing a structured and orderly
wind down.
Amigo continues to explore potential
RTO options to minimise investor
losses.
24
Annual Report and Accounts
Financial
Risk appetite
Amigo operates its finance function to
support the operation of the remaining
lending business, orderly wind down
and transfer of available funds to the
Scheme.
Risk drivers and threats
As we move through wind down, our
current focus is on supporting
customer redress rather than
generating proprietary profit.
While Amigo is no longer lending, our
liquidity remains good against wind
down forecasts, and we continue to
meet our obligations to fund redress for
Scheme creditors.
Key mitigating actions
Scheme monies are secured and
managed by the Scheme
administrators, PWC.
Amigo continues to maintain a solvent
buffer to enable the structured wind
down.
Credit
Risk appetite
Amigo was a mid-cost lender, and
historically, we have taken a degree of
credit risk consistent with our pricing.
Risk drivers and threats
Since Amigo stopped issuing new
loans, the predominant credit risk has
been customers failing to make one or
more payments. As Amigo continues to
sell its historic loan book, the credit risk
has decreased.
Key mitigating actions
Given the ongoing sale of loans
through debt sales, Amigo is exposed
to a much lower level of credit risk.
The last loan book sale is expected to
conclude in July/August 2024.
Strategic Report
Annual Report and Accounts 2024
25
Going concern and viability statement
Basis of preparation
In determining the appropriate basis of preparation
for these financial statements, the Board has
undertaken an assessment of the Group and
Company’s ability to continue as a going concern for
at least twelve months from the date of approval of
the financial statements.
Going Concern
In undertaking a Going Concern review, the Directors
considered the Group’s implementation of the
Fallback Solution, announced on 23 March 2023,
under the Scheme. The Fallback Solution required
that the Group’s sole trading subsidiary, Amigo Loans
Ltd (“ALL”) stop lending immediately and be placed in
an orderly wind down, with any surplus cash following
the wind down to be transferred to Scheme creditors.
ALL would then be liquidated within two months of
the final Scheme dividend. No residual value would be
attributed to the ordinary shares of the Company.
Throughout the year to 31 March 2024 the Fallback
Solution has progressed. Amigo’s back book of loans
has now been substantially run off or sold, an interim
dividend has been paid to Scheme creditors. and
approximately 75% of the Group’s staff have exited
the business since implementation.
Given the cessation of trading on 23 March 2023,
alongside no apparent realistic strategic capital raise
or viable alternative solutions, and the requirement
dictated by the Scheme to ultimately liquidate ALL
(the Group’s sole cash-generating unit), the Board
have determined that the Annual Report and Financial
Statements for the year ended 31 March 2024 will be
prepared on a basis other than going concern,
consistent with the prior year. In making this
assessment consideration was given to the potential
for the PLC to attract a reverse takeover or similar
transaction. However, such an outcome, whilst the
strategic intention of the Directors, does not have
sufficient certainty in either cash flow or ability to
trade to change the basis of preparation from that
adopted in FY23.
The Directors believe there is no general dispensation
from the measurement, recognition and disclosure
requirements of IFRS despite the Group not
continuing as a going concern. Therefore, IFRS is
applied accordingly throughout the financial
statements. No material adjustments to the carrying
value of consolidated assets or liabilities was
required. In light of the wind down, and there
being no value attributable to shareholders from
the ongoing business, adjustment has been
applied to the carrying value of the investment
in subsidiary of the holding company. Refer to
note 2a.
The relevant accounting standards for each part of
the Financial Statements have been applied on the
conditions that existed and decisions that had been
taken by the Board as at or prior to 31 March 2024.
The Board has prepared a set of financial projections
for continued solvent wind down. Alongside a base
scenario which indicates ample liquidity available
through the course of wind down, a downside
scenario has been collated that stresses the primary
cash flow risks to the Group.
Stresses have been applied to:
• Increased Scheme liabilities
• Increased overhead spend
Despite the stresses applied, the Group maintains
sufficient liquidity in the period. It is therefore
considered only a marginal risk that the Group is
unable to remain solvent during the orderly wind
down. The key risks that would prevent this from
being achieved are the risks applied in the downside
scenario alongside potential regulatory action or
intervention.
Viability statement
In accordance with Provision 31 of the UK Corporate
Governance Code, the Board assessed the viability of
the Group.
Following the unsuccessful capital raise and cessation
of new business, the Board announced on 23 March
2023 that the Group would be placed into an orderly
solvent wind down.
Strategic Report
Annual Report and Accounts 2024
27
GOVERNANCE SECTION
CHAIR’S INTRODUCTION TO GOVERNANCE
Jonathan Roe
Chair
The following reports set out how
the Board operates (i) from a
governance and control perspective
and (ii) ensures that Amigo
complies with the principles and
relevant provisions of the UK
Corporate Governance Code.
The Amigo Board takes corporate
governance very seriously. I will
continue to ensure that we
maintain high standards
throughout my tenure, appropriate
to the evolving size and nature of
the business.
In this Governance section, we set
out:
• our Board of Directors and
Executive Committee of senior
managers responsible for
delivering the desired outcomes
for our customers and
stakeholders;
• the role of the Board, its
operation and an assessment of
the Board’s effectiveness;
• the Report of the Audit
Committee;
• the Report of the Nomination
Committee;
• the Report of the Risk
Committee;
• the Directors’ Remuneration
Report; and
• the Directors’ Report.
In March 2023, we made the very
difficult decision to switch to the
Fallback Solution of the Scheme of
Arrangement. As a result, our
priorities as a Board shifted. We
have focused on the wind down of
the subsidiary companies as
required under the Scheme,
maximising returns for Scheme
creditors, and finding a transaction
that could give new life to the PLC.
We continued to strive for a well-
balanced and effective Board,
strong oversight of risk
management and open stakeholder
relationships.
Throughout the year, we have
operated with a reduced number of
Board members, which has been
appropriate given the need to
manage costs. We started the year
with just two Non-Executive
Directors and two Executive
Directors.
At the end of December, Danny
Malone stepped down as CEO and
was replaced by Kerry Penfold,
Chief Financial Officer, who
assumed the role in addition to her
own. Danny served out his notice
period and received no additional
severance payments.
In March 2024, Jim McColl was
appointed as a strategic consultant
to help identify RTO opportunities,
an option we felt would be in the
best interests of our shareholders.
I have again been delighted with
the quality of the Directors serving
on the Board this year.
I would like to thank my fellow
Directors, past and present, for
their support and commitment to
Amigo during this difficult time.
Jonathan Roe
Chair of the Board
24 July 2024
28
Annual Report and Accounts
Board of Directors
A (N) (R) Ri
Age: 68
Tenure: 4 years
Profile:
Jonathan joined the Board on 1
August 2020 as a Non-Executive
Director. He became Non-
Executive Chair of the Board
following approval by the FCA
under the Senior Managers
Regime on 13 October 2020.
Background and external
appointments:
Jonathan is a qualified Chartered
Accountant with extensive
experience advising listed and
regulated companies. This
includes 25 years advising public
companies on major corporate
transactions, principally with
Dresdner Kleinwort as a senior
member of its Equity Capital
Markets team, where his clients
included Norwich Union, Orange,
Rosneft, HBOS and M&A, and
related fundraising activity for
BAE Systems, 3i Group,
Provident Financial and Avis
Europe. Jonathan was Non-
Executive Chairman of Vanquis
Bank for three and a half years
until 2019, having been a Non-
Executive Director for four years
before this.
Brings to the Board:
Jonathan has extensive board
experience in financial services,
including as chair.
Age: 47
Tenure: 1.5 years
Profile:
Kerry joined the Board on 23
September 2022 as Chief
Financial Officer (“CFO”). She
took on the additional role of
Chief Executive Officer (“CEO”)
on 1st January 2024.
Background and external
appointments
Kerry has 20 years banking and
consumer credit experience and
has held a number of senior
roles. Before joining Amigo,
Kerry held positions as Head of
Motor Finance at United Trust
Bank and a range of roles at
Lenlyn Group, including
Operations Director at Raphaels
Bank and Head of Group
Financial Control. Kerry is a
Chartered Accountant with a
diploma from the Chartered
Bankers Institute.
Brings to the Board:
Kerry is an experienced CFO and
senior manager with hands-on
experience in the non-standard
finance and consumer credit
sector.
(A) N R (Ri)
Age: 66
Tenure: 3.5 years
Profile:
Michael joined the Board as a
Non-Executive Director on 19
November 2020. Michael
became Chair of the Risk
Committee on 19 July 2021 and
then the Audit Committee on 16
September 2022, following
approval by the FCA.
Background and external
appointments:
Michael is a qualified Chartered
Accountant who has held senior
management and board-level
positions with GE Capital/
Genworth Europe, AIG UK,
Prudential UK, and Flood Re, as
well as at Abbey National Group.
He was also a senior consultant
at KPMG and Promontory. He is
also a Non-Executive Director of
Sicsic Advisory and a Trustee of
STEMPOINT, an educational
charity.
Michael is also a Certified
Member of the Institute of Risk
Management.
Brings to the Board:
Michael brings to the Board a
wealth of risk management,
regulatory, and financial advice
expertise, with over 35 years of
experience in financial services
at executive and non-executive
director levels.
Michael Bartholomeusz
Independent Non-
Executive Director
Jonathan Roe
Chair of the Board
Non-Executive Director
Kerry Penfold
Chief Executive Officer
and Chief Financial Officer
Other Directors holding office in the year:
Danny Malone
was a Director of the Company during the year until he left on 31 December 2023.
Annual Report and Accounts 2024
29
Age: 52
Tenure: 12 years at
Amigo
Profile:
Nick became Company
Secretary on 30 November
2023.
Background and
external
appointments:
Nick is a qualified solicitor and
served as Director of Legal
and Compliance for various
Group companies between
2011 and 2019. He was
Company Secretary for the
Group between November
2013 and June 2019 and Chief
Regulatory and Public Affairs
Officer from April 2019 to
October 2020. He became
Chief Restructuring Officer in
October 2020 and General
Counsel in September 2023.
Before joining the Group, Nick
was Head of Legal at Barclays
from 2007 to 2011 and before
that was a Solicitor at Bradford
& Bingley plc and Yorkshire
Building Society.
Brings to the Board:
Nick has worked for Amigo at
director level in a wide range of
senior roles, including Company
Secretary. He has many years of
hands-on experience in financial
services.
Emma serves alongside Kerry
Penfold and Nick Beal on the
Executive Committee (“ExCo”).
Profile:
Emma joined Amigo in September
2021 as Head of Risk before
becoming interim Chief Risk
Officer in November 2022. Emma
has over 20 years of experience
working in Risk within financial
services. Prior to joining Amigo,
Emma was Risk Director for
Barclays and has held
international roles with teams
across the UK, Africa, and Europe,
working in Technology, Payments
and Financial Crime disciplines.
Emma is a member of the
Institute of Risk Management. She
graduated with a science degree
from the University of Exeter and
later completed a PhD at Leicester
University.
Emma Stirland
Chief Risk Officer
Nick Beal
Company Secretary
Company Secretary and Executive Committee
Committee key:
A Audit
N Nomination
R Remuneration
Ri Risk
( ) Committee Chair
Other senior managers holding office on the Executive Committee during the year:
Jake Ranson
, Chief Customer Officer, left the business on 14 April 2023.
Murray Bailey
, Chief Credit Risk Officer, left the business on 28 April 2023.
James Tattersall
, Operations Director, left the business on 5 May 2023.
Roger Bennett
, Company Secretary left the business on 30 November 2023.
Paul Dyer
, Chief Operating Officer, left the business on 30 April 2024.
Lucie Baraclough
, Chief People Officer, left the business on 30 June 2024.
Due to wind down, these people’s responsibilities have been redistributed to the remaining members of the Board and
E
xecutive
C
o
mmittee members.
30
Annual Report and Accounts
Corporate governance statement
Statement of compliance with the 2018 UK
Corporate Governance Code
Amigo is subject to the 2018 UK Corporate Governance
Code (the “UK Corporate Governance Code”), which
was issued in 2018 by the Financial Reporting Council
and is available at www.frc.org.uk. The UK Corporate
Governance Code sets out guidance in the form of
principles and provisions on how companies should be
directed and controlled to follow good governance
practice. Companies listed in the UK are required to
disclose how they have applied the main principles and
whether they have complied with its provisions
throughout the financial year. Where companies have
not complied with the provisions, they must provide an
explanation. Throughout the year to 31 March 2024, the
Company has complied with the provisions set out in
the UK Corporate Governance Code, except for the
following matters:
Per provision 4,
when 20 per cent or more of votes
have been cast against the Board recommendation for a
resolution, the company should explain, when
announcing voting results, what actions it intends to
take to consult shareholders in order to understand the
reasons behind the result and an update of this should
be presented in 6 months, with a final summary in the
Annual Report
.
During the AGM held September 2023, 5 resolutions
received 20%+ votes against. The Board did not deem
it necessary to consult on these as, given the ongoing
wind down, it would not be possible to make any
further changes to reflect them. While the Board is
aware that this is not in compliance with the Code, the
Board respects the Company’s shareholders and their
right to dissent and felt it would be disingenuous to
consult on matters where change at this time, given the
Company’s position and wind down, would not be
possible.
Per provision 5,
the Board should understand the
views of the company’s other key stakeholders and
describe in the annual report how these and the
matters set out in section 172 of the Companies Act
2006 have been considered in board discussions and
decision-making. The Board should keep engagement
mechanisms under review so that they remain effective.
For engagement with the workforce, one or a
combination of the following methods should be used:
• a director appointed from the workforce;
• a formal workforce advisory panel; or
• a designated non-executive director.
If the Board has not chosen one or more of these
methods, it should explain what alternative
arrangements are in place and why it considers that
they are effective.
The Board has not used one of the prescribed methods
for staff engagement. The Group has a relatively small
number of staff, almost all of whom are based in
Bournemouth. All of the Board regularly attend the
offices and speak to a range of staff. Throughout the
year, all staff have been subject to a redundancy
consultation. Staff-elected representatives met with
management. There are also regular all-staff calls with
the opportunity for staff to raise questions. The Group
also has a whistleblowing process to allow staff to raise
concerns (including confidentially) to the Board (Non-
Executive) whistleblowing champion. The Board believes
that these together are effective in meeting its Section
172 obligations to engage with the workforce.
Per provision 11,
at least half the Board, excluding
the Chair, should be Non-Executive Directors whom the
Board considers to be independent
.
Between the resignation of Maria Darby-Walker and
Jerry Loy (both Independent Non-Executive Directors)
on 27 March 2023 and 31 December 2023, the Board
consisted of four Directors, two of which (including the
Chair) are classified as Independent Non-Executive
Directors. While the Board is aware that this was not in
compliance with the Code, it is believed that, given the
ongoing wind down, the Board composition was
appropriate. Since the resignation of Danny Malone on
31 December 2023, the Board has consisted of only 3
Directors, two of which (including the Chair) are
classified as Independent Non-Executive Directors. This
means that from 1 January 2024, the Board complied
with this provision.
Per provision 12,
the Board should appoint one of the
Independent Non-Executive Directors to be the Senior
Independent Director to provide a sounding board for
the Chair and serve as an intermediary for the other
Directors and shareholders
.
The Company appointed Maria Darby-Walker the Senior
Independent Director on 6 June 2022. Since Maria
resigned on 27 March 2023, the Company has not had a
Senior Independent Director. While the Board is aware
that this is not in compliance with the Code, it believes
that, due to the ongoing wind down of the Group and
the small size of the Board, the appointment of a new
Senior Independent Director is not required.
Per provisions 21 and 22,
the board should carry out
a formal and rigorous annual evaluation of the
performance of the board, its committees, the chair and
individual directors. The chair should consider having a
regular externally facilitated board evaluation. In FTSE
350 companies this should happen at least every three
years
.
The chair should act on the results of the board
performance review by recognising the strengths and
addressing any weaknesses of the board. Each director
should engage with the process and take appropriate
action when development needs have been identified.
Corporate Governance
Annual Report and Accounts 2024
31
In July 2022, the Company engaged The Corporate
Governance Institute of the UK and Ireland to conduct a
Board evaluation. Given the ongoing wind down of the
Group, the Company did not believe that there was any
benefit to be gained from another evaluation this year.
As there was no review this year, no action has been
taken based on the results.
Per provision 24,
the Board should establish an Audit
Committee of Independent Non-Executive Directors,
with a minimum membership of three, or in the case of
smaller companies, two. The Chair of the Board should
not be a member
.
Throughout the year, the Board only had two Non-
Executive Directors (including the Chair of the Board).
The Committee was not in compliance with the relevant
provision of the Code as although it had two members,
this included the Chair of the Board. The Board believes
that due to the ongoing wind down of the Group, the
composition of the Committee is appropriate.
Per provision 25 & 26,
the Audit Committee should
monitor and review the effectiveness of the company’s
internal audit function or, where there is not one,
considering annually whether there is a need for one
and making a recommendation to the board. Where
there is no internal audit function, an explanation for
the absence, how internal assurance is achieved, and
how this affects the work of external audit
.
Due to the ongoing wind down of the Group, the
Company does not have an internal audit function.
However, the Audit Committee has kept this under close
review. Arrangements are in place with PwC (the
previous Internal Auditors of the Company) to provide
support if required.
Per provision 36,
Remuneration schemes should
promote long-term shareholdings by executive directors
that support alignment with long-term shareholder
interests.
Currently, there are no active or open share incentive
schemes.
All existing schemes have been closed as part of the
ongoing wind down of the Group. While the Board is
aware that this is not in compliance with the Code, its
shares are not deemed to contain significant economic
or fiscal benefits to achieve the aim of this provision.
Per provision 36,
Remuneration schemes should
promote long-term shareholdings by executive directors
that support alignment with long-term shareholder
interests.
Currently, there are no active or open share incentive
schemes.
G
overn
ance
S
tructure
32
Annual Report and Accounts
Governance Report
Role of the Board
Table detailing number of meetings attended (note composition of Committees changed in the period;
full details of attendance shown in the individual Committee’s report)
Meeting type
Total meetings in year
Jonathan Roe
1
Michael
Bartholomeusz
2
Danny
Malone
3
Kerry Penfold
4
Board – scheduled
10
10
10
7
10
Board – ad hoc
26 26 19 21 25
Audit
4 4 4
n/a n/a
Risk 4 4 4 n/a n/a
Remuneration
5 5 5
n/a n/a
Nomination
5 5 5
n/a n/a
1 Jonathan Roe was a Director throughout the year.
2 Michael Bartholomeusz was a Director throughout the year.
3 Danny Malone was a Director until he stood down as a Director on 31 December 2023.
4 Kerry Penfold was a Director throughout the year.
Leadership and Effectiveness
The original purpose of the Company and its
subsidiaries was to offer affordable credit to
individuals who could not readily access credit
through the mainstream banking and financial sector.
Our customers had often had problems with securing
credit in the past. The priorities now are:
1) ensuring the orderly wind down of the
subsidiaries as outlined under the Fallback
Solution,
2) the realisation of assets to maximise return for
Scheme creditors whilst looking after the
wellbeing of our employees,
3) making the Company a shell to enable it to be
used for an RTO, and
4) finding a suitable RTO candidate.
The Board has collective responsibility for the
leadership, strategy, control and management of
Amigo. The offices of Chair and Chief Executive
Officer (“CEO”) are separate and distinct. The division
of responsibilities between them has been clearly
established, set out in writing, and agreed upon by
the Board.
The Chair is responsible for the leadership and
effectiveness of the Board, for ensuring that each
Director is able to make an effective contribution to
the Board through debate and discussion, and for
setting the style and tone of these discussions.
The CEO’s role is to lead senior management in
executing Amigo’s strategy and managing the
business's conduct risk and operational requirements.
The Non-Executive Directors have a particular
responsibility to ensure that the strategies proposed
by the Executive Directors are carefully examined and
thoroughly discussed, that the Group’s performance is
monitored and challenged against the Company’s risk
appetite and formal objectives and that the financial
and management information provided is
comprehensive and accurate. They are also
responsible for ensuring, through the Remuneration
Committee, that appropriate remuneration
arrangements are in place for the Executive Directors.
In addition, the Nomination Committee regularly
reviews the skillset of senior managers.
Operation of the Board
A formal schedule of matters is reserved for the
Board’s consideration. These include: approval of the
long-term objectives and strategy; approval of
budgets and financial statements; the production of
the Annual Report and Accounts; acquisitions and
disposals (including consideration of potential RTO
options); changes to the structure of the Group;
setting and monitoring the firm’s culture; and overall
conduct and corporate governance issues.
The Board has delegated certain responsibilities to
formally constituted Committees, details of which are
set out on page 34. Doing so allows the Board to
devote adequate time to overseeing key areas within
its responsibility.
The Executive Director and other senior managers,
who sit on the Executive Committee (“ExCo”),
undertake the day-to-day management and control of
the business. The ExCo normally meets formally once
a month, and other senior managers are invited as
appropriate.
Corporate Governance
Annual Report and Accounts 2024
33
Board meetings are scheduled to be held ten times a
year, with main meetings frequently linked to key
events in the Group’s financial calendar. The Board
meets to approve reports for the financial reporting
periods for the half year ending in September and the
full year ending in March.
Regular agenda items include: a detailed overview of
operations, including delivery of the Scheme of
Arrangement and Wind Down Plan; a detailed review
of financial performance against agreed targets; and
detailed compliance reports and risk data, including
information on complaints. The relevant functional
head may be asked to attend such meetings to
present relevant reports and answer questions from
the Board. Those in attendance also consider future
strategy. A key feature over the year has been
delivery of the wind down and Scheme and finding a
potential RTO candidate. When considering the
business of the Group, the Board is aware of the need
to have regard to the matters set out in section 172
of the Companies Act 2006 (see pages 16 to 18) as
well as the significance of environmental, social and
governance (“ESG”) matters.
Budgets are normally prepared for the next financial
year. Given the nature of the wind down and the
short period over which the business is expected to
operate, more frequent budgeting over a shorter time
horizon has been considered appropriate over the
past year.
Key focus areas for the Board during this financial
year included: the business wind down; continued
delivery of the Scheme of Arrangement; the search
for new funding and investigating opportunities for an
RTO; and meeting the challenges of ongoing
regulatory scrutiny.
Between scheduled meetings, the Board is frequently
in contact to progress Amigo’s business, and, if
necessary, ad hoc meetings are held at short notice.
All Directors are expected to attend Board and
relevant Committee meetings unless they have
notified the Chair of a prior commitment.
Generally, it is Company policy to hold meetings in
person, but some of this year's meetings have been
held at short notice and have had to be online.
Directors who cannot attend meetings in person or
virtually are given the opportunity to be consulted
and comment in advance of the meeting.
Papers are generally circulated the week before each
scheduled Board or Committee meeting to ensure
that Directors have sufficient time to review them
beforehand. Documentation includes detailed
management accounts and reports from the main
functional areas (including regulation, corporate
governance and matters where the Board is required
to give its approval). The Chair holds regular, informal
meetings with the other Non-Executive Director
without the Executive Directors being present.
Accountability
The Board is responsible for determining whether this
Annual Report, taken as a whole, is fair, balanced,
and understandable and ensuring it will enable
shareholders to assess the Group’s performance,
business model and strategy. To do so, it has taken
into account the views of the Audit and Risk
Committees, as well as its own knowledge of the
Group, its strategy and performance in the year, the
guidance given by all contributors to the Annual
Report and a detailed review by senior management
of the overall content.
Annual results are approved at the Annual General
Meeting (“AGM”).
Board effectiveness
Board performance and evaluation
The UK Corporate Governance Code requires the
Board to conduct an annual evaluation of its own
performance and that of its Committees and
Directors. This year, given the wind down and the
reduced size of the Board, the Board decided not to
do this in a formal manner. However, there remains
an ongoing dialogue within the Board to ensure that it
operates effectively and that any matters raised are
addressed promptly.
Training and support
While the training needs of the Board and its
Committees are frequently reviewed, each Director is
responsible for ensuring their skills and knowledge of
the Group remain up to date. Particular emphasis is
placed on ensuring they are up-to-date with proposed
legislative and regulatory changes in areas such as
corporate governance, financial reporting and
consumer finance-specific issues. Directors are given
briefing papers at Board meetings, and, where
appropriate, direct training is undertaken by our
corporate advisors. All Directors visit Amigo’s main
office regularly and are encouraged to familiarise
themselves with aspects of the day-to-day business.
On joining the board, Directors are provided with an
induction to acquaint them with the Group. This
normally includes meetings with other Board
members and senior management and general
information on the Group, its policies and procedures,
and financial and operational information. There is an
agreed written procedure for Directors, in furtherance
of their duties, to take independent professional
advice at the Group’s expense, if required. Directors
also have access to the services of the Company
Secretary. The Group maintained Directors’ and
Officers’ liability insurance throughout the year. This
is maintained on the signing date of this Report and
Accounts.
In line with the requirements for employees, all Board
members were required to complete the online e-
learning modules prepared specifically for the Group
during the year. These modules cover a wide
34
Annual Report and Accounts
spectrum of activities, including compliance, conduct,
Consumer Duty, culture, anti-money laundering, anti-
bribery and corruption, employment-related matters,
health and safety, data protection and cybersecurity.
Board composition, structure and diversity
At the year-end, the Board comprised the
Independent Non-Executive Chair, one Executive
Director, and one Independent Non-Executive
Director. The Chair was Jonathan Roe, and the CEO
was Kerry Penfold. The Directors’ biographies are on
page 28. During the year, Roger Bennett stepped
down as Company Secretary and was replaced by
Nick Beal.
Amigo’s policy and approach to diversity at Board
level are described in the Nomination Committee
Report on page 40. Details of Amigo’s commitment to
diversity and inclusion within the workforce -- and
how this has been implemented -- can be found on
page 12.
The female representation on the Board is now 33%
(one of three members as defined by themselves).
Given the Amigo business has moved into wind down,
the Board does not believe it is practicable to try to
attain the target of 40%. Throughout the year at
least one member of the Board was from a minority
ethnic background (as defined by themselves).
The Board believes the information in the tables
below is a fair way to disclose information about the
Company’s effort to comply with the FCA’s Diversity,
Equity and Inclusion guidance, as of 31 March 2024.
Reporting on sex/gender representation at Board and Executive Management level as at 30
th
June
2024
Gender No of board
members
% of the
Board
Number of senior positions on
the Board (Chair, CEO & CFO)
Number in executive management (excluding
Executive Directors)
% of
Executive
Committee
Men
2
67
1
1
50
Women
1
33
1
1
50
Reporting on ethnicity categories at Board and Executive Management level as at 30
th
June 2024
ONS ethnicity category
Number of
Board
members
% of the
Board
Number of
senior positions on
the Board
(Chair,CEO & CFO)
Number in executive management (excluding
Executive Directors)
% of
Executive
Committee
White British or
White Other
2 67 2 2 100
Mixed Ethnic
1
33
0
0
Board independence and Committee membership – Directors as at 31 March 2024
Name Independent Audit
Committee
Nomination
Committee
Remuneration
Committee
Risk
Committee
Jonathan Roe Yes
Michael Bartholomeusz Yes
Kerry Penfold No
Key: Member Chair
Independence
After careful consideration, the Board is confident that
both Non-Executive Directors satisfied the
independence criteria of the UK Corporate
Governance Code on their appointment and continue
to satisfy them.
Jonathan Roe was independent on appointment,
having never been employed by the Group and
having diverse interests beyond the Group. In the
opinion of the Board, he has remained independent
during his time as Chair.
Before he was appointed a Non-Executive Director,
Michael Bartholomeusz engaged in a one-off short-
term consultation exercise to identify possible
improvements to the company's risk function. The
Board is satisfied that Michael Bartholomeusz has
remained independent throughout his appointment as
a Director.
Commitment and conflicts of interest
Any significant commitments which the Directors have
outside Amigo are disclosed before appointment and
afterwards when there are any changes. The Board is
satisfied that both Non-Executive Directors commit
sufficient time to their duties and fulfil their
Corporate Governance
Annual Report and Accounts 2024
35
obligations to Amigo. Under the Articles of
Association, it has the right to approve potential
situational conflicts of interest. During the year, a
small number of such potential conflicts relating to
Directors’ own remuneration arrangements were
considered, in each case with the relevant Director
not taking part in any decision relating to their own
position.
Directors are also aware that the disclosure and
authorisation of any potential conflict situation does
not detract from their requirement to notify the Board
separately of an actual or potential conflict in relation
to a proposed transaction by the Group.
Internal controls and risk management
framework
The Board follows an internal control and risk
management framework, which includes the following
key elements:
• a clear schedule of matters which require approval
at Board level;
• a policy in relation to delegation of authority and
the limitations which apply;
• comprehensive costs budget prepared for the
Group;
• ongoing monitoring of the performance of the
Group against budgets with reports given to the
Board on a regular basis;
• a centralised financial reporting system and
process, with controls and reconciliation
procedures designed to facilitate the production of
the consolidated accounts;
• assessment of accounting standard changes with
both the external auditor and the Audit
Committee;
• documented policies and related training made
widely available to employees in relation to anti-
bribery and corruption, anti-money laundering,
data export controls and whistleblowing;
• an ongoing review of the principal risks which face
the Group, in addition to the assessment
undertaken by the Audit Committee in preparing
the viability statement; and
• regular reports in relation to finance, tax and
treasury given to the Audit Committee.
Relations with shareholders
The Board is committed to ensuring that our
shareholders have a good understanding of the
business and its performance, and that the Directors
are aware of shareholder issues and concerns.
Communication with shareholders takes a variety of
forms. Our Company Secretary regularly corresponds
with shareholders. In reality, the share register is
dominated by retail shareholders, the majority of
whom invest in the Company through well-known
shareholding aggregators. At year end, the largest of
these on our share register were Hargreaves
Lansdown, Interactive Investor and Halifax Share
Dealing.
The investor presentations prepared for the periodic
results are placed on the Company’s website for all
investors to see.
The Board receives reports and feedback on any
meetings held between the Executive Directors and
shareholders. The Chair and other Board members
are available to shareholders if they have concerns
about governance issues which the normal channels
of contact fail to resolve.
The Board is aware that as at the signing date a large
proportion of the Company’s shares are owned by
retail investors. The Board has spent time and
resources liaising with shareholder groups
representing retail investors and has made efforts to
ensure the investor presentations prepared for the
periodic results are understandable and accessible to
retail investors.
Annual General Meeting (“AGM”)
Amigo will hold its sixth AGM in September 2024.
Notice of the AGM will be sent to shareholders at
least 14 days before the meeting. All substantive
items of business at shareholders’ meetings are dealt
with under separate resolutions, including a resolution
to receive the Annual Report and Accounts.
Shareholders will be able to submit individual
questions as part of the AGM process.
Corporate Website
There is a dedicated investor relations section on the
Group website (www.amigoplc.com). All Company
announcements and slides used for presentations to
investors are available at this address. Queries from
investors should be sent by email to
investors@amigo.me.
Board Committees
The Board has delegated specific responsibilities to
standing Committees, details of which are set out
below. Doing this allows its members to focus on the
key areas for which they are individually accountable.
36
Annual Report and Accounts
Committee Key function, responsibility and area of expertise
Audit
• Oversees, monitors and reviews the effectiveness of the Company’s external audit provider,
including its remit, appointment and remuneration.
• Assists the Board in monitoring the Group’s financial reporting process and the integrity of the
Group’s periodic financial statements, including reporting of financial performance to the
market.
• Advises the Board whether the Annual Report and Accounts, taken as a whole, is fair, balanced
and understandable and provides the necessary information for shareholders to assess the
Company’s position, performance, business model and strategy.
• In conjunction with the Risk Committee, reviews the effectiveness of the Group’s system of
internal controls and ensures adequate whistleblowing procedures are in place.
• Historically, the Committee oversaw the remit of, appointed, decided remuneration of,
monitored and reviewed the effectiveness of the Company’s Internal Audit provider. This was
considered in the context of the Company’s overall risk management system and ensured
findings were investigated and actioned appropriately.
• Given the winding down of the business, the Internal Audit function was available if needed
but not engaged during the year. Appropriate internal assurance activities have been
undertaken by the Risk and Compliance functions. The Audit Committee will procure additional
assurance if required.
Nomination
• Regularly reviews the structure, size, composition and skill set of both the Executive and Non-
Executive Directors. Considers succession planning, director resignation, and re-election at
AGMs, including identifying appropriate candidates to fill vacant or new roles.
• Develops, regularly reviews and makes recommendations on the Company’s approach to
governance practices, including monitoring any conflicts of interest.
• Considers the ongoing educational and training needs of the Board in relation to changing
market requirements.
Risk
• Advises the Board on the Company’s overall risk appetite, tolerance and strategy, taking into
account the factors influencing the approach to risk. Considers the risk policies in place and
ensures they form part of a robust assessment of the risks, including those affecting our
business model, future performance, solvency, liquidity, operational resilience, business
continuity and business disaster recovery.
• Regularly reviews and approves the parameters used in measuring risk and the methodology
used to assess such risks. Considers procedures and, in conjunction with the Audit Committee,
sets standards for accurate and timely reporting of large exposures and risks adjudged to be of
critical importance.
• Considers fraud matters and ensures procedures are in place to deal with applicable legal and
regulatory requirements, including consideration of anti-money laundering practices and
customer and conduct risk.
• Reviews systems and controls for determining correct ethical behaviour and the prevention of
bribery, corruption and modern slavery.
• On an ad hoc basis, considers matters on behalf of the Board, including acquisitions, disposals
and new products.
• Reviews the activities of the Chief Risk Officer including considering the appointment and
removal of said officer.
• In conjunction with the Audit Committee, reviews the effectiveness of the Group’s system of
internal controls and ensures the adequacy of the Group’s Compliance function.
Remuneration
• Determines the terms and conditions of employment of each of the Board, Executive Directors,
senior management and Company Secretary.
• Determines the remuneration policy, which includes termination and compensation payments,
pension arrangements and expenses, considering relevant laws and regulations.
• Determines all aspects of share incentive arrangements in consultation with shareholders. Sets
and designs appropriate performance targets and criteria, including determining when
payments should be withheld or clawed back from an Executive Director.
• Liaises with the Nomination Committee to ensure remuneration for newly appointed Executive
Directors fits within the Remuneration Policy.
• Oversees workforce policies and practices to make recommendations to the Board to promote
the long-term success of the Group and align with strategies and values.
• Responds to matters raised during the AGM by shareholders in relation to the Remuneration
Policy.
Annual Report and Accounts 2024
37
The Board has approved the formal terms of
reference for the Audit Committee, Nomination
Committee, Risk Committee, and Remuneration
Committee, which are available on request or to
download from the Group’s website.
The Group also has a Disclosure Committee, which is
responsible for managing the disclosure of
information by the Group in compliance with its
obligations under the Market Abuse Regulation, the
Financial Conduct Authority’s Listing Rules, and the
Disclosure Guidance and Transparency Rules. The
Disclosure Committee is comprised of the members of
the Board and other senior managers, if appropriate,
but due to the time pressures associated with
considering such disclosure matters, may at times not
include all Directors. Given the small size of the
Board, most matters covered by the Disclosure
Committee were dealt with by ad hoc Board
meetings. Where it was not possible to hold a Board
meeting, an ad hoc Disclosure Committee meeting
was held. During the year to 31 March 2024, the
Disclosure Committee held 7 meetings.
Disclosure Guidance and Transparency Rules
disclosure
The information required by DTR 7.2 is set out in this
report, the Nomination Committee Report, the Risk
Committee Report and the Audit Committee Report,
except for information required under DTR 7.2.6,
which is set out in the Directors’ Report.
38
Annual Report and Accounts
Audit Committee report
Overview
I am pleased to present the Audit Committee Report.
The Committee’s key responsibilities include
monitoring the integrity of the Group’s financial
reporting and internal controls and overseeing the
internal and external audit processes and various
other corporate governance activities.
Historically, the Committee has also managed the
Internal Audit function provided by Pricewaterhouse
Coopers LLP (“PwC”). Given the wind down of the
business, the Internal Audit function was not required
this year, although PwC would have been available if
the Audit Committee needed their assistance.
Appropriate internal assurance activities have been
undertaken by the Risk and Compliance functions.
During the year, the Committee devoted particular
attention to significant financial reporting areas,
including: the Group’s published financial statements
(the Interim and Annual Reports and Accounts), loan
book impairment, Scheme (complaints) and
restructuring provisions, going concern and viability
statements issues. The Committee also oversaw a
change in the basis of the balance sheet loan book
valuation from an IFRS9 to a Held for Sale basis,
reflecting the final stages of the wind down process.
The Committee has continued to monitor the financial
performance and position of Amigo, ensuring
reporting remains fair, balanced and understandable.
I would like to thank the committee members and
contributors for their hard work and commitment over
the last year.
Michael Bartholomeusz
Chair of the Audit Committee
24 July 2024
Committee members
Members at year end Meetings Attendance
Michael Bartholomeusz
4 4
Jonathan Roe
4 4
Focus areas for 2024
• Considering the impact of the ongoing wind
down on all relevant stakeholders;
• Maintaining an appropriate level of assurance
and related reporting in the context of business
wind down;
• Ensuring the internal whistleblowing
safeguards are visibly aligned with the
requirements of the business; and
• Merging the activities of the Audit and Risk
Committees during wind down.
Michael Bartholomeusz
Chair of the Audit Committee
Corporate Governance
Annual Report and Accounts 2024
39
Committee composition
The members of the Committee during the year were
Michael Bartholomeusz, who was Chair, and Jonathan
Roe. Given the Company's current position, the Board
has not been able to comply with all of the
requirements of the UK Corporate Governance Code
and differentiate between the Audit and Risk
Committees by ensuring a separate chair for each.
The Committee currently consists of Michael
Bartholomeusz (also Chair of the Risk Committee) and
Jonathan Roe (also Chair of the Board).
The Board considers all members of the Committee to
be independent.
Roles and responsibilities
The principal duties of the Audit Committee were:
Financial reporting
• Monitor the integrity of the Annual and Interim
Reports and Accounts;
• Consider whether an alternative accounting
treatment should be adopted - one which
recognised that the Court approved Scheme of
Arrangement required all the economic value of
the Group to be realised for the benefit of Scheme
creditors rather than shareholders;
• Review and report to the Board on significant
financial reporting issues, estimates and
judgements, particularly in relation to accounting
for loan book valuation (under IFRS 9 and Held
for Sale bases), Scheme/complaints and
restructuring provisions;
Internal controls
• Keep Amigo’s internal financial controls under
review; and
• Consider the effectiveness of internal control
systems.
Whistleblowing
• Review the adequacy and security of Amigo’s
whistleblowing arrangements;
• Ensure appropriate arrangements are in place for
employees to raise concerns confidentially and to
have those concerns adequately investigated
without repercussion to themselves;
• Ensure a mechanism is in place to deal
proportionately with outcomes from those
investigations.
External audit
• Consider and make recommendations to the
Board, to be put to shareholders for approval at
the AGM, in relation to the appointment or re-
appointment of Amigo’s external auditor;
• Oversee the relationship with the external auditor,
approve the remuneration for audit services and
develop the policy governing the use of the
external auditor to provide non-audit services;
• Approve the external auditor’s terms of
engagement;
• Assess annually the external auditor’s
independence and objectivity;
• Discuss with the external auditor the factors that
could affect the audit quality and review and
approve the annual audit plan;
• Review the findings of the external audit
engagement; and
• Provide the opportunity for the external auditor to
meet with the Committee without the executive
management present in order to raise any
concerns or discuss matters relating to the audit
work.
The Committee receives regular updates on
regulatory, accounting and reporting developments
and their application to Amigo.
Meetings and attendance
The Committee held four meetings during the year.
Attendance at these meetings by the Committee
members is shown in the table on page 38. On each
occasion, the CEO, CFO, and other senior members of
the executive team attended, including the Chief Risk
Officer and Company Secretary. The external auditor
attended meetings when matters relating to the
financial reporting cycle were discussed.
An opportunity is provided at each meeting for the
Committee to discuss matters privately with the
external auditors without management present.
Outside of scheduled meeting times, the Chair of the
Committee maintains regular contact with the
external auditors to discuss matters relevant to
Amigo. The Committee’s terms of reference are
available on Amigo’s website. These are reviewed
annually and updated where necessary to reflect
changes in the responsibilities of the Committee.
Since 31 March 2024, the main focus of the Audit
Committee has been to ensure that appropriate
external audit review has been undertaken relating to
the 2024 Annual Report and Accounts, and to review
and recommend that for Board approval. In
accordance with the wind down timetable and
anticipated appointment of a liquidator of the Group’s
main subsidiaries in the short term, the Audit
Committee in its current form is expected to be
dissolved.
40
Annual Report and Accounts
Nomination Committee report
Overview
I am pleased to introduce our Nomination
Committee Report for 2023/24. The Committee’s
focus has remained on ensuring the size,
composition and structure of the Board are
appropriate for the delivery of the Group’s strategic
objectives and dealing with the challenges it faces.
This has proved difficult as the wind down of the
subsidiaries’ business has progressed, the Group’s
resources have diminished, and the size of the
Board reduced.
Committee composition
I continued as Chair of the Nomination Committee
throughout the accounting period. The other
member was Michael Bartholomeusz. The Board
considered both of us to be independent.
Roles and responsibilities
The key responsibilities of the Nomination
Committee are to:
• identify, evaluate and nominate candidates for
appointment to the Board;
• regularly review the structure, size and
composition (including skills, knowledge and
experience) of the Board;
• make recommendations to the Board concerning
any adjustments it deems necessary;
• consider the Company’s succession plans for
Board members and senior management, taking
into account the challenges and opportunities
facing the Company and the skills and expertise
that are needed on the Board in the future;
• consider membership of the Board’s Committees
and ensure each is sufficiently resourced to
operate effectively.
Key activities of the Nomination Committee in
the year
The Committee held five meetings during the year.
Attendance at these meetings by the Committee
members is shown in the table on this page.
This year has not been without its challenges for
the Committee. Key activities during the year
included:
• reviewing the composition of the various Board
Committees;
• reviewing the skill set of the Board and senior
management and initiating a training
programme to meet identified training
requirements, , treatment of preferential
creditors and Schemes of Arrangement; and
• Appointing Kerry Penfold as CEO, following the
resignation of Danny Malone, and Nick Beal as
Company Secretary, following the retirement of
Roger Bennett.
Succession planning, right-sizing the management,
and Board structure will remain the ongoing focus
of the Committee as we complete wind down and
consider a possible RTO. Maintaining the skills
composition will be a key consideration.
The Group has asked the Directors to stand for re-
election at this year’s AGM, in accordance with best
practice identified in the UK Corporate Governance
Code.
Diversity
The Company’s policy is not to discriminate against
any individual on any basis. We believe Amigo
would be best served by maintaining a diverse
Board representing a suitable range of skills,
experience and knowledge. A wider, diverse pool of
talent is more likely to result in better-informed
decisions. Before March 2023, the Board actively
sought to recruit more women and individuals from
diverse backgrounds for both senior management
and Director roles. It had made significant headway
in attaining the listed company targets for Board
gender and ethnic diversity. Unfortunately, the
commencement of wind down resulted in
resignations from the Board. With a board of only
three members, it will be almost impossible to bring
the Company back into line with the diversity
targets for listed companies for the Board and
senior management team.
Jonathan Roe
Chair of the Nomination Committee
24 July 2024
Committee members
Members at year end Meetings Attendance
Jonathan Roe 5 5
Michael Bartholomeusz 5 5
Focus area for 2023/4
Maintenance of the Board with the appropriate skill
set to manage the wind down of the business.
Jonathan Roe
Chairman of the Nomination
Committee
Corporate Governance
Annual Report and Accounts 2024
41
Risk Committee report
Overview
I am pleased to present the Risk Committee Report.
The Committee’s key role is to oversee and advise the
Board on managing risk across the organisation.
The Committee has sought to ensure an appropriate
risk culture for the wind down of the lending
businesses. It continues to monitor and assess the
Group's risks as it completes the wind down.
The Committee reviewed and updated the Company’s
risk appetite statement for formal approval by the
Board. The Committee reviewed regular risk reports
and, in tandem with the Audit Committee, the
quarterly credit loss forecasts.
The Committee has extensively monitored the Group’s
liquidity position during the year, to ensure that the
Group maintained a strong cash position. At the end
of the year, the Group had net unrestricted cash of
£90.4m.
I would like to thank my colleagues and members of
the Committee for their hard work and commitment
over the last twelve months.
Risk Committee
The Committee's principal purpose is to assist the
Board in its oversight of risk within Amigo. It focuses
on risk appetite, risk profile, and the effectiveness of
Amigo’s internal controls and risk management
systems from the Group’s and customers’
perspectives.
Membership
The Committee is drawn from the Non-Executive
Directors.
Meetings and attendance
The Committee held four meetings throughout the
year. The table on this page shows the members'
attendance at these meetings. The CEO, CFO, COO,
Chief Risk Officer, Head of Compliance, Chief
Restructuring Officer, and Company Secretary
normally attend all Risk Committee meetings. Other
interested parties are also invited to attend
Committee meetings, as appropriate.
Role and responsibilities
The Board has delegated the oversight of risk
management to the Committee, although the Board
retains overall accountability for Amigo’s risk profile.
The Committee’s primary functions include:
• considering the risks to consumers, the business
and other stakeholders;
• advising the Board on the Group’s overall risk
appetite, tolerance and strategy, taking into
account factors influencing the approach to risk;
Committee members
Members at year end Meetings Attendance
Michael Bartholomeusz
4
4
Jonathan Roe
4
4
Focus areas for 2024
As relevant to wind down:
● Ensuring an appropriate and effective risk
management framework and controls
covering all principal financial and non-
financial risks;
● Monitoring and challenging risks to
customers and Scheme creditors;
● Monitoring regulatory compliance;
● Reviewing and refreshing corporate policies
and standards.
Michael Bartholomeusz
Chair of the Risk Committee
42
Annual Report and Accounts
• considering the risk policies in place and ensuring
they form part of a robust assessment of the
risks;
• regularly reviewing and approving the parameters
used in measuring risk and the methodology used
to assess such risks;
• considering financial crime and fraud matters and
ensuring procedures are in place to deal with
applicable legal and regulatory requirements; and
• reviewing the activities of the Chief Risk Officer,
including considering appointment and removal.
Key activities of the Risk Committee during
2023/24
During the year, the Committee reviewed material,
financial, operational and compliance controls,
identified key risks affecting the Company and
reassessed and confirmed the Group’s risk appetite
statement and target residual ratings for each of the
principal risks. The principal risks are set out on
pages 22 to 24.
During the period, the Committee focused on the
following matters:
• Ensuring that appropriate risk management
strategies were implemented, monitored and
reported effectively within the overarching Group-
wide risk management framework;
• Consideration of the evolving business wind down
situation, ensuring emerging risks are captured
and monitored in the risk management
framework;
• Introduction of new metrics and risk appetites for
Scheme-related processes. Ongoing monitoring of
these metrics to ensure early identification and
management of any associated risks or issues;
• The ongoing review and identification of action
plans put in place to mitigate identified risks;
• Considering the assurance plan, including the
timely management of identified issues;
• Considering the impacts and implications arising
out of any non-lending-related complaints activity;
• A regular review of the loan loss forecast data;
• Considering financial crime and fraud-related
risks; and
• Review of Operational Resilience Report and
monitoring people attrition rates.
Areas of focus in 2024/25
Since 31 March 2024, the Risk Committee's main
focus has been monitoring the Group’s risk
management framework, particularly relating to the
Scheme. In accordance with the wind down
timetable and anticipated appointment of a liquidator
of the Group’s main subsidiaries, the Risk Committee,
in its current form, is expected to be dissolved.
Michael Bartholomeusz
Chair of the Risk Committee
23 June 2024
Corporate Governance
Annual Report and Accounts 2024
43
Directors’ remuneration report
Report from the Chair of the Remuneration
Committee
I am pleased to present the Remuneration Committee
Report for the year ended 31 March 2024. The
Committee has several accountabilities, including
assessing and administering the Directors’
Remuneration Policy (“Policy”), reviewing and, where
appropriate, endorsing senior management
remuneration, and overseeing the Group
Remuneration Policy.
In addition to this letter and a “Remuneration at a
glance” section, this report consists of two key
sections as required by the reporting regulations:
• Section 1 – Annual Report on Remuneration: this
section details the remuneration receivable by our
Executive and Non-Executive Directors in respect
of 2023/24; and
•
Section 2 – Summarises how we intend to
implement the Remuneration Policy in 2024/25.
This Remuneration Report has been prepared in
accordance with the provisions of the Companies Act
2006 and Schedule 8 of the Large and Medium-sized
Companies and Groups (Accounts and Reports)
(Amendment) Regulations 2013 (the “Regulations”).
This report meets the requirements of the UK Listing
Rules and the Disclosure Guidance and Transparency
Rules. The information set out below represents
auditable disclosures referred to in the Auditor’s
Report on pages 65 to 72, as specified by the UK
Listing Authority and the Regulations.
Business context for 2023/24
In its sixth year as a public company, Amigo has
continued to complete the Scheme obligations,
winding down the Group’s lending business and
seeking a potential transaction (most likely an RTO)
for the Company. As noted in the Financial and Non-
Financial Review on pages 6 to 9, the move into the
Fallback Solution under the Scheme required a
fundamental change to the business as it continued
its orderly wind down. This continued the trend that
had seen the business and number of employees
reduce in size.
Director changes in the period
As announced on 16 May 2023, Danny Malone
resigned from his role as CEO and Director, subject to
serving out his 6-month notice period to ensure the
continuation of the solvent and orderly wind down of
the business. On 17 October 2023, the Company
announced that it had entered an exclusivity
agreement to explore a potential RTO. The Board
asked Danny to continue as CEO until 31 December
2023, to help negotiate the potential RTO. On 17
November 2023, the Company announced that the
exclusivity agreement had been terminated with
immediate effect. Danny Malone remained as CEO
and Director until 31 December 2023. On 1 January
2024, Kerry Penfold was appointed CEO, alongside
her existing role as CFO.
The remuneration terms for Danny Malone and Kerry
Penfold are set out in this report. All of these terms
were agreed upon within the scope of the Company’s
current Directors’ Remuneration Policy.
Remuneration decisions and outcomes for
2023/24
The Committee’s activities focused on applying the
Policy in the year.
As noted above, the change in CEO required the
Committee to consider whether Kerry Penfold’s
existing remuneration arrangements were still
appropriate.
When making board-level remuneration decisions, the
Committee must consider the need to have a
sufficient number of Directors who satisfy the
regulatory requirements for relevant skill and
experience and have a history of acceptable conduct.
The pool of suitable candidates is, therefore, small
and limited to only those prepared to take on the
legal and regulatory responsibilities of a company in
Amigo’s circumstances, with the associated personal
financial and reputational risks.
Throughout the year, the Committee was actively
involved in reviewing remuneration for senior
management below Board level. The Committee had
to balance the business's financial position with the
need to retain the skills and knowledge needed to
complete the Scheme and wind down. The Committee
Jonathan Roe
Chair of the Remuneration Committee
Committee members
Members at year end
Meetings
Attendance
Jonathan Roe
5
5
Michael Bartholomeusz
5
5
Focus area for 2023/4
Maintaining appropriate remuneration levels for the
senior executives during the orderly wind down of the
lending business.
44
Annual Report and Accounts
agreed to a 5% cost-of-living bonus for all staff below
Executive Committee level.
There were no new awards of LTIP during the year to
Executive Directors.
Under the current Policy, the CEO and CFO are
technically eligible for consideration of a bonus award
of up to 150% of base salary. Given the Company is
in the wind down, the Committee and Board agreed
that no bonus would be payable to Executive
Directors.
Directors Remuneration Policy at the 2024
AGM
Shareholders will be asked to approve the Directors
’
Remuneration Report at the AGM to be held in
September 2024. The Directors’ Remuneration for the
year will be based on the Directors’ Remuneration
Policy that was approved at the 2022 AGM, held on
28 September 2022.
Given that Amigo entered into the Fallback Solution
on 23 March 2023, the Committee and Board
determined that engaging further with third-party
remuneration consultants to update the Directors’
Remuneration Policy was not an appropriate use of
time and creditors' resources.
Kerry Penfold did not receive a raise when she added
CEO to her role as CFO and continues to receive the
same salary she received as purely CFO.
There have only been two NEDs on the Board during
this last financial year. Since 1 April 2023, my own
basic annual remuneration as Chair of the Board has
reduced to £90,000 from £175,000, and Michael
Bartholomeusz’s remuneration has been reduced to
£60,000 from £94,500. The revised contracts
included, however, a promise of payments if the time
commitment required to fulfil their duties exceeded a
fixed number of days each quarter (see 1.19 below
for details). These changes, made in conjunction
with the decision not to award any bonuses to
Executive Directors whilst Amigo remains in wind
down, have reduced the base cost of the Directors.
The Committee believes this better matches the
ongoing costs to the wind down of the business.
We are happy to receive feedback from shareholders
at any time regarding our remuneration policies, and
we hope to receive your support for the resolutions
referred to above at our forthcoming AGM. I will be
available at the AGM to answer any questions.
I hope that you find the report informative and that it
provides a clear rationale for the Committee's
decisions.
Jonathan Roe
Chair of the Remuneration Committee
24 July 2024
Four Remuneration principles
The Committee seeks to support the delivery of the Group’s strategy through establishing appropriate remuneration arrangements. Up until
23 March 2023 the goal was to build a strong long-term sustainable business by delivering sales growth and sustainable shareholder returns
through the delivery of transparent products to our customers by colleagues exhibiting the best practice and service excellence. Since the
announcement that Amigo would be wound down, the focus of the Committee is ensuring the orderly wind down of the business.
Consequently, the overall Remuneration Policy of the Committee, and of the Board, is to provide remuneration packages for Executive
Directors and other senior managers within Amigo which:
• Retain – enable Amigo to retain management of a high caliber with the necessary customer service focus, and financial and regulatory
credentials required to deliver the orderly wind down of the business. Remuneration arrangements are set at levels needed to achieve
this goal without paying more than is considered necessary. The Committee considers market data at appropriate intervals to inform
the positioning of executives’ pay, and to identify and mitigate the risk of losing strong performers without seeking to “match the
median”.
• Link variable pay to performance – provide management with the opportunity to earn competitive remuneration through
arrangements that are designed to support delivery against key strategic objectives. Performance measures are aligned with strategic
goals so that remuneration arrangements remain transparent to executives, shareholders and other stakeholders.
• Align executives with stakeholders – ensure management’s interests are aligned with those of the stakeholders.
• Drive sustainable ethical performance – remuneration arrangements are designed to support the sustainable delivery of ethical
performance and to deliver without excessive risk taking.
Remuneration at a glance
Section 1 – Annual Report on Remuneration
1.1 Committee composition during the year
During the year, the Committee comprised
Jonathan Roe and Michael Bartholomeusz. Jonathan was Chair of the
Committee throughout the year.
There were five Committee meetings held during the year; details of attendance are shown in the table on page
43. All members serving on the Committee in the year are considered to be independent for the purposes of the
UK Corporate Governance Code. The Company Secretary generally acts as secretary to the Committee, unless a
personal conflict of interest is apparent.
1.2 Activities during the year
During the year, the Committee has:
• reviewed and approved the Directors’ Remuneration Report in the Annual Report and Accounts for the years
ended 31 March 2024;
• discussed and approved remuneration for Kerry Penfold as CEO.
1.3 Advisors and other attendees
During the year, the Committee has been supported by the Chief People Officer and the Company Secretary. The
CEO (and CFO when these roles were separate) also occasionally attended Committee meetings at the request of
the Committee but were not present when their own remuneration was discussed. In carrying out its
responsibilities, the Committee is authorised to obtain the advice of external independent remuneration
consultants and is solely responsible for their appointment, retention and termination.
Implementation of the Remuneration Policy in 2023/2024
1.4 Single total figure of remuneration for Executive Directors (audited)
The following table sets out the total remuneration for Executive Directors for 2023/2024, with comparisons to the
previous year.
Kerry
Penfold
4
(£
)
Danny Malone
5
(£)
Gary
Jennison
6,7
(£)
Remuneration
2023/24
2022/23 2023/24 2022/23 2022/23
Base salary
1
220,000
115,587
297,995
306,863
1,072,500
6
Bonus/ex-gratia settlement
—
—
—
—
180,000
7
Benefits
2
—
145
37,455 28,085 13,021
Pension
3
11,000
5,779
—
—
—
Total
231,000
121,511
335,451 334,948 1,265,521
Total fixed remuneration
231,000
121,511
335,451 334,948 1,085,521
Total variable remuneration
—
—
—
—
180,000
1 This represents cash paid or receivable in respect of the period and includes payment in lieu of notice where applicable.
2 This represents the value, grossed up for tax, of all benefits paid or receivable in respect of the period, including accommodation costs, use of hotels, etc.
3 This represents pension contributions paid by the Group on behalf of the individual, not including payments in lieu of pension. Salary in lieu of pension, included in the
base salary line, was paid for the following individuals: Gary Jennison (2023: £22,500) and Danny Malone (£13,312; 2023 was £14,613).
4 Kerry Penfold was appointed as a Director of the Company on 23 September 2022.
5 Danny Malone was appointed as a Director of the Company on 6 June 2022 and ceased to be a Director of the Company on 31
st
December 2023, his employment having
terminated after resignation. Danny both served and worked his contractual notice period.
6 Gary Jennison resigned as a Director and CEO on 23 September 2022. The amounts above include £600,000 of accrued payments in lieu of notice, all of which were paid
before 31 March 2023.
7 The bonus for Gary Jennison was paid after the 2023 year end as the payment was subject to the approval of the FCA under the terms of the Asset Voluntary
Requirement. The total bonus payable amounted to £150,000 as bonus and £30,000 as compensation for loss of office.
46
Annual Report and Accounts
1.5 Changes to Executive Directors
On 15 May 2023, Danny Malone resigned from his role as CEO and Director, subject to the completion of his
contractual period of notice. As announced on 17 October 2023, the Board asked Danny to continue in the role of
CEO past the end of his contractual notice period to 31 December 2023, at which point Danny resigned from the
Board and as CEO. Danny received a pension contribution of 5% of basic salary and standard benefits, in line with
the Policy. According to the Policy, Danny’s contracted maximum annual bonus opportunity was 60% of salary.
However, in light of the challenging financial situation and the switch to the Fallback Solution under the Scheme, the
Board agreed that no bonus would be payable. Danny was eligible for reimbursement of travel and accommodation
costs over his two-year appointment.
Kerry Penfold was appointed as CFO on an annual basic salary of £220,000. Per the policy, Kerry receives a pension
contribution of 5% of basic salary and standard benefits. Like Danny, Kerry’s maximum annual bonus opportunity is
60% of salary. Still, in light of the challenging financial situation and the switch to the Fallback Solution under the
Scheme, the Board agreed that no bonus would be payable.
Following the departure of Danny Malone, Kerry assumed CEO responsibilities. Her remuneration package was
unchanged.
1.6 Benefits (audited)
Benefits include payments made in relation to life assurance.
1.7 Pension (audited)
Pension payments represent contributions made either to defined contribution pension schemes or as a cash
allowance. The CEO and CFO are entitled to receive a contribution of 5% of base salary in alignment with the wider
UK employee population, and/or cash in lieu in the event of contributions in excess of agreed HMRC contribution
rates or lifetime allowance. The amounts actually received by the CEO and CFO during the year are set out in section
1.4 above. No Director is entitled to a guaranteed pension in the event of severance or early retirement.
1.8 Bonus (audited)
No bonus was considered for Danny Malone or Kerry Penfold for the period of their employment. Further details of
the bonus scheme are set out on page 52.
All financial performance targets for the year were withdrawn in 2022 and not re-instated, given the changes in
personnel and the cessation of lending activity over the review period. Until June 2023, the Company operated from
a dual office location in Bournemouth. At that point, it moved into the smaller offices. The Board does not consider
Amigo's activities to be highly carbon intensive, given its largely e-comms-driven communication strategy and in-
house, environmentally sensitive approach. The Committee, therefore, does not believe it is beneficial to include a
benchmark for environmental impact as a remuneration metric.
1. All performance targets were withdrawn for the year due to the financial situation of the Company.
Director
Maximum bonus
(% of salary)
Actual bonus
(% of salary)
Actual bonus
£
Bonus
deferred
into shares
%
Danny Malone
0%
1
0%
—
0%
Kerry Penfold 0%
1
0%
—
0%
1. Although the maximum bonus % per contractual terms is 60% of base salary, the Executive Directors waived any right to bonus in the period.
Measure
Weighting
%
Performance
1
%
Our strategic priorities 10% n/a
Our customers and conduct
15%
n/a
Our people and culture 15% n/a
Our financial performance
50%
n/a
Individual 10% n/a
Total 100% n/a
Corporate Governance
Annual Report and Accounts 2024
47
1.9 Long-term incentives – Awards made in 2023/24 (audited)
No awards of LTIP were made in the year to Executive Directors.
1.10 Other share awards (audited)
Save As You Earn (“SAYE”) and Share Incentive Plan (“SIP”)
No Director participated in either the SAYE or SIP during the year.
Shareholding guidelines
The Committee believes that it is important that Executive Directors’ interests are aligned with those of our
shareholders. Executive Directors are encouraged to build up and retain shares with a value equal to 200% of their
annual base salary. This requirement was not enforced during the year because of the Company’s financial position.
These figures include those of their spouse or civil partner and infant children or stepchildren, as required by section
822 of the Companies Act 2006. The shareholdings guideline for the CEO and CFO is 200% of base salary. Under the
Remuneration Policy, each Director has five years to meet the shareholding guideline threshold.
1.11 Outside appointments
Amigo recognises that its Executive Directors may be invited to become Non-Executive Directors of other companies.
Such non-executive duties can broaden experience and knowledge, which can benefit Amigo. Subject to approval by
the Board, Executive Directors are allowed to accept non-executive appointments and retain the fees received,
provided that these appointments are not likely to lead to conflicts of interest.
1.12 Payments to former Directors
No payments were made to former Directors during the year.
1.13 Payments for loss of office
In the prior year, Gary Jennison resigned as CEO and Director. As at 31st March 2023, £30,000 was accrued as
compensation for loss of office; this was paid during this financial year following the receipt of approval from the FCA
required under the Asset Voluntary Requirement. Amigo made no other payments within the scope of the disclosure
requirement to any past Director of Amigo during the financial year; we have no de minimis threshold for such
disclosures.
1.14 Executive Director service contracts
Contracts for Directors are designed to clearly lay out the responsibilities of the Directors to the Company, specific
areas of expertise required to be demonstrated and the terms of their contractual entitlement. The contracts will
include details of specific performance or objectives, if appropriate, at the time of appointment.
Due to the specific challenges facing the Company when the contracts for the current CEO and CFO were put in
place, the Committee did not deem it appropriate to include specific corporate performance objectives within the
service contracts other than to work to further the long-term interests of stakeholders.
Notice periods are set at a period appropriate to the function and the need to maintain consistency for top-level
leadership across the Group. The Committee will not likely issue a service contract with more than twelve months
’
notice. The service contract for Kerry Penfold provides a notice period of six months from the Company or the
individual.
Executive Directors’ service contracts allow for termination with contractual notice from the Company or termination
by payment in lieu of notice. Payment in lieu of notice is limited to base salary for the notice period. There is no
contractual entitlement to bonus or LTIP awards in respect of the notice period. Copies of service contracts are
available for inspection at the Company’s Registered Office.
1.15 Non-Executive Director letters of employment
Non-Executive Director appointments are for three years, subject to annual review and notice. All Directors are
required to seek annual re-election by shareholders at the Company’s AGM.
Non-Executive Directors are not entitled to compensation for leaving the Board of Directors. Copies of service
contracts are available for inspection at the Registered Office.
48
Annual Report and Accounts
1.16 Unexpired term of service contract for Directors at AGM re-election
Director
Term of service
Jonathan Roe 3 months
Michael Bartholomeusz 3 months
Kerry Penfold 6 months
The unexpired term of service contracts is based on all Director contracts being on a rolling basis unless notice has
been given.
1.17 Statement of consideration of employment conditions elsewhere in the Company
When making decisions about executive pay, the Committee considers pay and conditions across the wider
workforce.
No performance-related bonus payments have been made to the wider workforce during the year. Where
appropriate, additional payments have been made in recognition of the increased cost of living.
1.18 Statement of consideration of shareholder views
The Committee is interested in the views of all of its shareholders and intends to retain an open dialogue with
shareholders on remuneration issues. The Committee welcomes any feedback from our shareholders on
remuneration matters.
1.19 Single total figure of remuneration for Non-Executive Directors
Non-Executive Director single figure comparison (audited)
From 1 April 2023, the remuneration for the two remaining Non-Executive Directors was changed to reflect that the
lending business had moved into wind down. The basic remuneration for Jonathan Roe was reduced from £175,000
per annum to £90,000. Jonathan will be paid up to £1,500 per day for each day worked in excess of 22.5 days per
quarter, up to a total maximum Director fee of £175,000 p.a. The basic remuneration for Michael Bartholomeusz
reduced from £94,500 p.a. (being £70,000 basic remuneration, £12,500 for Chairing the Risk Committee and
£12,000 for acting as interim Chair of the Audit Committee) to £60,000 per annum. Michael will also be paid up to
£1,500 per day for each worked in excess of 10 days per quarter, up to a maximum total Director fee of £94,500 p.a.
2023/24
Jonathan
Roe
(£)
Michael
Bartholomeusz
(£)
Fees
1
102,450 67,500
Bonus
—
—
Benefits
6
5,813 2,303
Pension
—
—
Total 108,263 69,803
Total fixed remuneration 108,263 69,803
Total variable remuneration
—
—
2022/23
Jonathan
Roe
(£)
Maria
Darby-Walker
(£)
Michael
Bartholomeusz
(£)
Jerry Loy
(£)
Fees
1
175,000 86,721 94,500 37,654
Bonus
—
—
—
—
Benefits 8,407 3,611 3,676 1,182
Pension
—
—
—
—
Total 183,407 90,332 98,176 38,836
Total fixed remuneration 183,407 90,332 98,176 38,836
Total variable remuneration
—
—
—
—
1 This represents cash paid or receivable in respect of the period.
2 Michael Bartholomeusz has been a Director throughout the period.
3 Jonathan Roe has been a Director throughout the period.
4 Maria Darby-Walker stood down as a Director on 27 March 2023.
5 Jerry Loy was a Director for less than six months, from 3 October 2022 to 27 March 2023, when he stood down.
6 Benefits include the amount paid, grossed up for tax, for travel and accommodation expenses whilst on company business.
1.20 Waiver of emoluments
No Director waived their emoluments in the review period.
Corporate Governance
Annual Report and Accounts 2024
49
1.21 Non-Executive Director shareholding as at 31 March 2024
Class of share 2024 2023
Jonathan Roe Ordinary shares of 0.25p each 180,000 180,000
Michael Bartholomeusz Ordinary shares of 0.25p each 107,569 107,569
These figures include those of their spouses, civil partners and infant children or stepchildren, as required by section
822 of the Companies Act 2006. There was no change in these beneficial interests between 31 March 2024 and 22
July 2024. Non-Executive Directors do not have a shareholding guideline, but they are encouraged to hold shares in
the Company.
The Executive Director held no shares during the year.
1.22 Performance graph and table
The chart below tracks the hypothetical return on a £100 investment in Amigo Holdings PLC made on listing in July
2018 and measured as of 31 March 2024. TSR has been measured against the FTSE 250 excluding Investment
Trusts.
1.23 Remuneration of the CEO (audited)
The table below sets out the CEO’s total remuneration figure over the review periods, valued using the methodology
applied to the single total remuneration figure.
Year CEO
Total single figure of
remuneration (£)
Annual bonus outturn
(% of maximum)
LTIP outturn
(% of maximum)
2023/24
Kerry Penfold
1
231,000
0%
n/a
Danny Malone
335,451
0%
n/a
2022/23
Danny Malone
2
321,981
0%
n/a
Gary Jennison
1,078,825
42%
n/a
2021/22
Gary Jennison
659,285
0%
n/a
2020/21
Gary Jennison
360,747
0%
n/a
Glen Crawford
125,750
0%
n/a
Hamish Paton
359,313
0%
n/a
2019/20
Glen Crawford
120,301
1.4%
n/a
Hamish Paton
337,174
0%
n/a
1 The total remuneration figure for Kerry for the period for which she served as CEO, i.e. from 1
st
January 2024 to 31
st
March 2024, is £57,750.
2 The total remuneration figure for Danny for the period for which he served as CEO in the 2023 financial year, i.e. from 23
rd
September 2022 to 31
st
March 2023, is £195,847.
0
20
40
60
80
100
120
Jun 18 Jun 19 Jun 20 Jun 21 Jun 22 Jun 23
£
Amigo TSR FTSE 250 ex invest. Trust
50
Annual Report and Accounts
1.24 Change in remuneration of Directors compared to employees (audited)
The table below sets out the percentage change in base salary, taxable benefits, and bonuses of the Executive
Directors compared with the average percentage change for employees.
Annual percentage change from previous year
Directors Salary and fees Benefits Annual Bonus
2
2023/24 Kerry Penfold 0% nm
4
0
Danny Malone
6%
0
0
Amigo average employee -4%
1
-21% 28%
3
2022/23
Kerry Penfold
n/a
n/a
n/a
Danny Malone
n/a
n/a
n/a
Gary Jennison 0% -49% n/a
Amigo average
employee
21%
41%
-
64%
2021/22
Gary Jennison
0%
-
11%
0
Mike Corcoran -5% -24% 0
Amigo average employee
7%
-
43%
145%
2020/21 Gary Jennison n/a n/a n/a
Mike Corcoran n/a n/a n/a
Hamish Paton
53%
40%
0
Nayan Kisnadwala 37% 178% 0
Amigo
average employee
9%
18%
31%
1 Calculated based on wages and salaries expense per average number of employees for the period.
2 Calculated based on average bonus expense, including retention payments, per employee for the period. N/a for the CEO as no bonus paid in the
prior period.
3 Calculated based on average taxable benefits expense per employee for the period.
4. Not meaningful
1.25 CEO pay ratio (audited)
The Group fell below the reporting threshold for this disclosure in both the previous and current financial year.
1.26 Relative importance of spend on pay
The table below sets out the total spend on remuneration in the 2022/23 and 2023/24 financial years compared with
distributions to shareholders.
These measures are consistent with those disclosed in last year’s Annual Report and Accounts. The Remuneration
Committee considers them relevant and informative indicators of the business’ costs.
2023/24 2022/23
Total spend on employee remuneration
£
10
.6m
£
17.6m
Profit distributed by way of dividends/share buyback £nil £nil
Loss before tax
(
£
12.7
m)
(
£
39.8m)
Average headcount
133
211
Average loss before tax per employee (£95,489) (£188,626)
1.27 Application of the Remuneration Policy in 2023/24
Amigo’s considerable challenges this year, following the decision to switch to the Fallback Solution and cease lending,
have made the Committee's tasks more difficult. We planned the Remuneration Policy agreed in September 2022 on
the basis that solutions would be found to the business’ funding issues and that all the remaining conditions of the
Scheme of Arrangement would be met, including approval of the RewardRate product, a successful capital raise, and
settlement of the FCA’s enforcement actions against the business. In setting the possible maxima for different types
of remuneration, the Committee accepted that failure to achieve all or some of the relevant targets would result in
remuneration being held at levels considerably below that of the maximum amounts laid out in the revised
remuneration policy.
Following the decision to cease lending and wind down the lending business, rather than formally revisiting the
Remuneration Policy, the Committee agreed that no bonus was payable to the Executive Directors. In light of these
circumstances, performance measures have not been reviewed.
Clarity, simplicity and other considerations related to the UK Corporate Governance Code
The Remuneration Committee considers that the scorecard-based approach to setting targets and measuring
outcomes provides the greatest clarity in our ability to engage transparently with shareholders and the wider
workforce on remuneration arrangements and that this is complemented by retaining the key elements of the simple
structure of our 2022 policy, market-aligned fixed cash salary with annual cash bonus, three-year performance share
incentives and, where appropriate, post-vesting holding periods.
Corporate Governance
Annual Report and Accounts 2024
51
Risks are managed through a combination of performance measures and targets, the Remuneration Committee's
ability to exercise overarching discretion in assessing outcomes, and the robust malus and clawback measures
reserved in this Policy.
1.28 Statement of implementation of Remuneration Policy in 2024/25
The table below sets out the details of how we propose to implement the Executive Directors’ Remuneration Policy in
2024/25 in the context of the wind down of the lending business.
Unless otherwise stated, the implementation of each element will be in line with the Policy.
There are currently only 2 Non-Executive Directors (one the Chair of the Board).
Element Summary of Policy Implementation in 2023/24
Base salary
CEO: £355,000
NB, the role is now being carried out by the CFO without additional remuneration.
CFO: £220,000
Annual bonus
Maximum:
• CEO: 60% of salary but agreed as 0% whilst the Amigo lending business is in wind down
• CFO: 60% of salary but agreed as 0% whilst the Amigo lending business is in wind down
Performance measures and weightings:
• 50% Group financial
• 15% Group customer and conduct
• 15% people and culture
• 10% Group strategic
• 10% individual
Bonus pay-outs will be subject to satisfactory Company and regulatory performance over the period.
Targets will be disclosed retrospectively.
Long-term
incentive
Maximum (in line with Policy):
The Committee has yet to determine the targets for 2024/25 as no awards of LTIP are anticipated
whilst the Amigo lending business remains in wind down.
Pension 5% defined contribution pension and/or cash in lieu.
Benefits Private medical insurance (individual and family), life insurance (death in service) of 4x basic salary
and income protection, in event of incapacity, up to 66% of base salary, after 13 weeks, for the
lesser of five years or state statutory pension age.
Other key Policy features: shareholding guidelines and post-exit shareholding requirements will operate in 2024/25
as per the Remuneration Policy.
The table below sets out the details of how we propose to remunerate the Non-Executive Directors in 2024/25:
NED fees
Non-Executive Chair £90,000
*
Other Non
-
Executive Directors
£
60,000
*
Senior Independent Directors £0
Risk and
Audit Committee Chair
£
0
Remuneration Committee Chair £0
*
The Non-Executive Directors will be paid up to £1,500 per day for each excess day worked – see details above.
1.29 Statement of voting at the 2023 AGM on the remuneration report
Resolution
Number of
votes for % for
Number of
votes against
% against
Total shares
voted
Number of
votes withheld
Approve the Directors
’
Remuneration Report 6,574,540 78.22 1,830,219 21.78 8,404,759 202,333
As noted in the table above, there were significant votes against the resolutions to approve the Directors’ Remuneration Report at the AGM held on 27
September 2023. As explained elsewhere in this report:
1. the Committee has overseen a reduction in the amount paid to Executive Directors, and
2. the Chair and the remaining Non-Executive Director remain on reduced emoluments.
As mentioned in the Chair of the Committee’s overview, the Committee do not believe it would be a valuable exercise to devote time to changing the
Directors’ Remuneration Policy whilst the Group remains in wind down.
52
Annual Report and Accounts
Section 2 – Remuneration Policy
This part of the Report sets out a summary of Amigo Holdings PLC’s policies regarding the key elements of our
Directors’ remuneration as agreed by shareholders at our 2022 AGM, held on 28 September 2022. The full Policy can
be found on pages 65-72 of the Annual Report and Accounts 2023. The remuneration policy took effect from that
date and may operate for up to 3 years.
Policy table for Executive Directors
Element Summary of remuneration policy
Section A Executive Director remuneration
A1: Salary
A1.1: Salary operation
A1.1.1: Base salaries are set taking into account:
•
A1.1.1.1: the individual’s skills, experience and current remuneration package;
•
A1.1.1.2: the size and scope of the role;
•
A1.1.1.3: salary and total remuneration levels at similar-sized companies; and
•
A1.1.1.4: remuneration of other executives and Group employees.
A1.1.2: Salary increases will generally be effective from 1 April or the Group’s financial year if the situation
changes
.
A1.2: Salary opportunity
A1.2.1: There is no set maximum salary; however, increases will generally be in line with or below the average
salary increase awarded to employees.
A1.2.2: Increases may be made above this level in exceptional circumstances, such as where:
•
A1.2.2.1: an individual is brought in on a lower salary with the intention of increasing the level gradually
dependent on performance in the role;
•
A1.2.2.2: there is a material increase in the size and scope of the role; and
•
A1.2.2.3: market practice has evolved to mean that the salary is no longer considered competitive.
A1.3: Salary performance assessment
A1.3.1: Personal performance will be taken into account when considering base salary increases.
A2: Annual bonus
operation
A2.1:
Bonus performance is assessed over one year.
A2.1.1: Performance will be assessed over one year. Each year, the Committee will determine the appropriate
proportion of bonuses to be paid in cash and/or deferred, reflecting any regulatory obligations and market
practice. Any bonus deferral will be a deferral in shares for three years and normally subject to ongoing
employment
.
A2.2: Bonus opportunity
A2.2.1: Maximum bonus:
•
A2.2.1.1: the ongoing maximum annual bonus policy will be limited to 150% of base salary for the CEO and
the CFO. Whilst Amigo remains in wind down, the bonus rate will be 0%; and
A2.2.2: on-target bonus will pay out at 50% of the maximum. The Threshold Bonus Performance Level will pay
out at up to 25% of the maximum. Whilst Amigo remains in wind down, the bonus rate will be 0%.
A2.3: Bonus performance assessment
A2.3.1: Performance measures, weightings, and targets will be set annually. At least 50% of the bonus will be
based on financial performance measures.
A2.3.2: The Committee retains discretion to reduce pay-outs (including to nil) based on an assessment of
regulatory conduct and general Company performance over the performance period.
A2.3.3: Clawback and malus conditions apply
.
A3: Long-term
incentive
A3.1: LTIP operation
A3.1.1: Annual awards of awards of shares under the LTIP or other replacement plan approved by
shareholders, up to the maximum possible award opportunity.
A3.1.2: Performance period of three years with a two-year post-vesting holding period.
•
Whilst Amigo remains in wind down there will be no awards of LTIP.
A3.2: LTIP opportunity
A3.2.1: Maximum ongoing award:
•
A3.2.1.1: 200% of salary.
A3.2.2: The exceptional award limit is 250% of salary. If the Committee considers it necessary, this may be
used in one-off exceptional circumstances, such as the year a new executive is recruited. Awards will vest at up
to 25% of the maximum at the threshold performance level.
Corporate Governance
Annual Report and Accounts 2024
53
Element
Summary of remuneration policy
A3.3: LTIP performance assessment
A3.3.1: Performance Conditions, weightings, performance hurdles and targets are set annually and determined
by the Committee to best support the Company’s objectives.
A3.3.2: The Committee retains discretion to reduce vesting (including to nil) based on an assessment of
regulatory conduct and general Company performance over the performance period.
A3.3.3: Awards made under the LTIP will vest on a straight-line basis based on performance against the
relevant Performance conditions.
A3.3.4: Clawback and malus conditions apply.
A4: All-employee
share plans
A4.1: All employee share plans
A4.1.1: To the extent that an all-employee share plan is operated during the life of the policy, Executive
Directors would be eligible to participate on the same terms as other employees.
A5: Pension
A5.1: Pension operation
A5.1.1: Defined contribution scheme or cash award at the Committee’s discretion.
A5.2: Pension opportunity
A5.2.1: Pension contributions, aligned to majority of wider UK workforce, at 5% of base salary. Pension
contribution, in part or all, can be paid through salary in lieu of pension (“SILOP”), in the event the ongoing
pension contribution exceeds the permitted HMRC contribution rates or lifetime allowance limits.
A6: Benefits
A6.1: Operation
A6.1.1: Benefits are determined by taking into account the circumstances of the individual and benefits
considering the individual's circumstances and those provided to the rest of the executive team and the wider
Group.
A6.1.2: The Committee retains the discretion to add or remove benefits from the current benefits in operation
as it considers appropriate (e.g. to include relocation payments).
A6.2: Benefits opportunity
A6.2.1: There is no limit to the value of benefits provided. The value is dependent on the cost to the Company
of providing the benefit.
A7: Shareholder
guidelines
A7.1: Executive Directors will be expected to retain an appropriate proportion of shares that vest
following the exercise of equity incentives until an amount equal to 200% of salary has been
achieved. The Committee has the ability to waive this requirement if the circumstances are such
that the requirement to meet this level of shareholding would act as a disincentive.
A8: Post-exit
shareholding
requirement
A8.1: Two-year post-cessation shareholding requirement of up to 200% of salary for all Executive
Directors. If lower than that level of shareholding at the time of leaving, the Company will apply
that level.
A9: Notes to the
policy table
A9.1: Each year, the Committee carefully considers the performance metrics that should apply to
incentives.
A9.2: For the annual bonus, the Committee considers that a combination of Group financial,
customer, people and culture, group strategic, and individual measures is most appropriate for
assessing performance over the short to medium term. The Committee will take into account poor
behaviours inadvertently caused by performance metrics in relation to ESG and TCFD activities.
A9.3: Performance measures for the LTIP are selected to provide a robust and transparent basis to
measure the Group’s performance, demonstrably link remuneration outcomes to delivery of the
business strategy over the longer term, and provide strong alignment between senior
management and shareholders.
When setting performance targets for the annual bonus and LTIP, the Committee will consider several
reference points, including the Group’s business plans and strategy, external forecasts and the wider economic
environment.
The Committee retains
the discretion to amend the bonus pay-out and to reduce the LTIP vesting level if any
formulaic outcome is not reflective of the Committee’s assessment of overall business performance over the
relevant performance period.
A9.4: Flexibility, discretion and judgement
The Remuneration Committee operates the annual bonus and LTIP
according to the rules of each respective
plan, which, consistent with market practice, include discretion in a number of respects in relation to the
operation of each plan. Discretions include:
•
who participates in the plan, the quantum of an award and/or payment and the timing of awards and/or
payments;
•
determining the extent of vesting;
•
treatment of awards and/or payments on a change of control or restructuring of the Group;
•
whether an Executive Director or a senior manager is a good/bad leaver for incentive plan purposes and
whether the proportion of awards that vest do so at the time of leaving or at the normal vesting date(s);
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Annual Report and Accounts
Element Summary of remuneration policy
A9: Notes to the
policy table
(cont’d)
how and whether an award may be adjusted in certain circumstances (e.g. for a rights issue, a corporate
restructuring or for special dividends);
•
what the weighting, measures and targets should be for the annual bonus plan and LTIP awards from year
to year;
•
the Committee also retains the ability, within the Remuneration Policy, if events occur that cause it to
determine that the performance conditions set in relation to an annual bonus plan or a granted LTIP award
are no longer appropriate or unable to fulfil their original intended purpose, to adjust targets and/or set
different measures or weightings for the applicable annual bonus plan and LTIP awards. Any such changes
would be explained in the subsequent Directors’ Remuneration Report and, if appropriate, be the subject of
consultation with the Company’s major shareholders; and
•
the ability to override formulaic outcomes in line with the Remuneration Policy.
All assessments of performance are ultimately subject to the Committee’s judgement. Any discretion exercised
will be disclosed along with the rationale in the annual remuneration report.
Malus and clawback
Both the annual bonus plan and the LTIP include provisions which enable the Committee to recover or withhold
value from these incentive plans in the event of certain defined circumstances (i.e. a material misstatement of
the Company’s financial results, an error of calculation (including on account of inaccurate or misleading
information) or in the event of serious misconduct, serious reputational damage or corporate failure).
Legacy arrangements
For the avoidance of doubt, in approving this Remuneration Policy, the Company is authorised to honour any
previous commitments entered into with current or former Directors (such as the payment of a pension or the
unwinding of legacy share schemes or historic share awards granted before the approval of this policy) that
remain outstanding.
A9.5
: The Remuneration Policy is effective until the earlier of a change in Directors Remuneration Policy at a
General Meeting of shareholders or the expected AGM in 2025.
Corporate Governance
Annual Report and Accounts 2024
55
Section B
Executive Director recruitment policy
B1: Salary
B1.1: Base salary will be set in line with the remuneration policy.
B2: Annual
bonus
B2.1: Annual bonus quantum and performance measures will generally be in line with the ongoing
remuneration policy as implemented for other Executives during the year. However, the Committee reserves the
right to vary the performance measures and targets for the year of recruitment if it is considered appropriate
(e.g., where a large portion of the year has already elapsed).
B2.2: The annual bonus maximum will generally reflect the ongoing policy for current Executives. The annual
bonus maximum for a new Executive shall not exceed 150% of base salary.
B3: Long-term
incentive
B3.1: LTIP award quantum, performance measures, and targets will be in line with the ongoing remuneration
policy, as implemented for other Executives during the year.
B3.2: The LTIP award maximum for new Executives will generally reflect the ongoing policy for current
Executives. The Committee may award an exceptional LTIP of up to 250% of base salary on recruitment if it
considers this is necessary.
B4: Incentive
maxima
B4.1: The total incentive maxima for the year of recruitment is 400% of base salary. This limit excludes buy-
out
awards.
B5: Buy-out
awards
B5.1: The Committee retains the discretion to buy out awards forfeited by Executives on departure from their
previous role.
B5.2: Buy-out awards will be made on a similar basis to those forfeited, taking into account performance likely
to be achieved, the proportion of the performance period remaining and the form of award.
B5.3: Where possible buy-
out awards will be made using existing incentive plans; however, the Committee may
use the Listing Rules exemption 9.4.2 in order to create a buy-out award on recruitment.
B6: Pension
B6.1: Pension will be in line with the remuneration policy.
B7: Benefits
B7.2: Benefits will be in line with the remuneration policy.
B7.3: Additional benefits may be offered for new Executives, such as relocation costs. Where these costs,
including an amount to cover the associated tax, are offered, they will be for a maximum period of two years.
Section C Executive Director leaver policy
C1: Salary
C1.1:
The Company may terminate employment by providing payment in lieu of notice of base salary as per
contractual terms.
C1.2: Any new Executive Director contracts shall stipulate that payments in lieu of notice be subject to
mitigation.
C2: Annual
bonus
C2.1: Bonus for year of cessation
C2.1.1: Executives may, at the discretion of the Committee, be eligible for a bonus for the year of cessation.
Any bonus would be pro-rated for time and subject to performance assessment.
C2.1.2: Good leavers through death, ill health or disability (as determined by the Committee), sale of the
employing company and any other reason at the discretion of the Committee, including redundancy.
C2.2: Deferred bonus awards
C2.2.1: Unvested deferred awards will lapse unless the Executive is a good leaver. For good leavers (see
definitions above), awards will generally continue and vest at the normal time. The Committee has the
discretion to allow earlier vesting where it considers this appropriate, for example, in cases of death, ill health,
disability and redundancy.
C2.2.2: On a takeover, change of control or other corporate reorganisation, awards will generally vest early or
be exchanged for new awards.
C3: Long-term
incentive
C3.1: Unvested LTIP awards will lapse unless the Executive is a good leaver.
C3.2: Good leavers: death, ill health or disability (as determined by the Committee), sale of the employing
company and any other reason at the discretion of the Committee, including redundancy.
C3.3: For good leavers, awards will continue and vest at the normal time subject to an assessment of
performance to the end of the performance period and time prorated for the proportion of the performance
period that has elapsed at the termination date. The Committee ha
s discretion, in exceptional circumstances, to
vary the period of prorating based on time served.
C3.4: The Committee may allow awards to vest earlier in cases of death, ill health, retirement or disability.
Where vesting is before the end of the performance period, the Committee will take an assessment of
performance to the date of testing.
C3.5: In a takeover, change of control or other corporate reorganisation, awards will generally vest early,
subject to pro-rating for the time elapsed and be assessed for performance.
C3.6: For vested awards that are subject to a holding period, the awards will continue and be released at the
normal time. The Committee has the discretion to allow earlier release in cases of death, ill health, retirement,
redundancy or disability. Awards
would generally be released early in the event of a takeover, change of control
or other corporate reorganisation.
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Annual Report and Accounts
C4: Pension
C4: Not included in payment in lieu of notice.
C5: Benefits
C5: Not included in payment in lieu of notice.
C6: Other
payments
C6: Leavers: The Group may pay outplacement and professional legal fees incurred by Executives
in finalising their termination arrangements, where considered appropriate, and may pay any
statutory entitlements or settle compromise claims in connection with a termination of
employment, where deemed in the best interests of the Company
.
Section D Summary of remuneration policy for Non-Executive Directors
D1: Fees
for NEDs
D1.1: Non-Executive Directors receive a basic fee for their Board services.
D1.2: Additional fees are paid in relation to additional responsibilities, including:
• D1.2.1: the role of Senior Independent Director; and
• D1.2.2: chairing the Audit, Remuneration, Nomination and Risk Committees.
D1.3: The Chair of the Board receives a separate fee for this role (inclusive).
D1.4: The fee for the Chair is set by the Remuneration Committee; the Chair is not present when their own
remuneration is discussed. Fees for Non-Executive Directors are set by the CEO and Chair.
D1.5: Fees are reviewed annually.
D1.6: Expenses incurred in the course of duties may be reimbursed by the Company. This includes the
settlement of any related tax liabilities for travel expenses or hospitality.
D1.7: The Chair will be paid up to £
1,500 per day for each day worked in excess of 22.5 days per quarter, up to
a maximum total aggregate Director fee of £175,000 p.a. The Non-Executive Director will be paid up to £1,500
per day for each day worked in excess of 10 days per quarter, up to a maximum total aggregate Director fee of
£94,500 p.a.
D2: Opportunity
for NED fees
D2.1: Current fee levels are set out in the Annual Report on Remuneration.
D2.2: Non-Executive Director fees are set, taking into account market practice levels.
D2.3: The fee for the Chair of the Board is set considering the individual’s circumstances, skills, and experience.
D2.4: The aggregate fees of the Chair and Non-Executive Directors will not exceed the limit from time to time
prescribed within the Company’s Articles of Association for such fees (currently £1m per annum in aggregate).
D3: Performance
assessment
D3.1: n/a
Section E
Illustration of application of the Remuneration Policy
E1: Chief Executive
Officer
E1.1 Fixed pay
Salary: £355,000
Benefits: 4 x Life cover, Private Medical Cover
Pension: 5% of salary
E1.2: Annual bonus
Minimum: n/a
Target: 0% of maximum
Maximum: 0% of salary
Whilst Company remains in wind down, no bonus will be awarded
E1.3: Long-term incentive
Minimum: n/a
Target: 0% of maximum
Maximum: 0% of salary
Whilst Company remains in wind down, no long-term incentive will be awarded.
E2: Chief Financial
Officer
E2.1 Fixed pay
Salary: £220,000
Benefits: 4 x Life cover, Private Medical Cover
Pension: 5% of salary
E2.2: Annual bonus
Minimum: n/a
Target: 0% of maximum
Maximum: 0% of salary
Whilst Company remains in wind down, no bonus will be awarded
E2.3: Long-term incentive
Minimum: n/a
Target: 0% of maximum
Maximum: 0% of salary
Whilst Company remains in wind down, no long-term incentive will be awarded.
Corporate Governance
Annual Report and Accounts 2024
57
Directors’ report
The Directors present their report and audited accounts for the year ended 31 March 2024.
Additional disclosures
The Strategic Report is a requirement of the UK Companies Act 2006 and can be found on pages 1 to 25 of this
Annual Report.
The Company has chosen, in accordance with section 414C(11) of the Companies Act 2006, to include details of the
following matter in its Strategic Report that would otherwise be disclosed in this Directors’ Report:
Detail Page
Likely future developments in the business 4 and 5
Stakeholder engagement 16 to 18
Greenhouse gas emissions 14
The Company is required to disclose certain information under Listing Rule 9.8.4R in the Directors’ Report, or advise
where such relevant information is contained. Information required to be disclosed by the Listing Rules, and which is
not included in this Directors’ Report, can be located as follows:
Listing rule Detail Page
LR 9.8.4R Employee engagement 12 and 30
LR 9.8.4R (4) Long-term incentive schemes 94
LR 9.8.4R (5) Emoluments 43 – 51
LR 9.8.4R (10) and (11) Related party contracts 94
LR 9.8.6R Task Force on Climate-related Financial Disclosures 15
Other information that is relevant to this report, and which is also incorporated by reference, can be located as
follows:
Detail Page
Governance 27 – 63
Credit, market and liquidity risks
21 – 24
Corporate details
The Company was incorporated and registered in England and Wales on 24 February 2016 as a private company
limited by shares under the Companies Act 2006 with the name Amigo Holdings Limited and with the registered
number 10024479.
On 8 June 2018, the Company re-registered as a public company under the name Amigo Holdings PLC. The Company
has a Premium Listing on the London Stock Exchange Main Market for listed securities (LON: AMGO). The Company's
principal activity is to act as a holding company for the Amigo Loans Group of companies.
The Company has no branches outside the UK at the balance sheet date.
Amigo Luxembourg S.A. (“LuxCo”), a wholly owned subsidiary of Amigo Loans Holdings Ltd, incorporated as a public
limited liability company under the laws of the Grand Duchy of Luxembourg, was established on 18 October 2016 for
the principal purpose of issuing the Senior Secured Notes due 2024. The Senior Secured Notes were redeemed at par
in full on 17 March 2023, and LuxCo was liquidated on 1 December 2023.
Disclaimer
The purpose of this Annual Report is to provide information to the members of the Company and it has been
prepared for, and only for, the members of the Company as a body and no other persons. The Company, its
Directors and employees, agents and advisors do not accept or assume responsibility to any other person to whom
this document is shown or into whose hands it may come, and any such responsibility or liability is expressly
disclaimed.
A cautionary statement in respect of forward-looking statements contained in this Annual Report is set out on page
82.
58
Annual Report and Accounts
Results and dividends
The results for the year are set out in the financial statements on pages 73 to 76.
The Company did not pay a half-year dividend in the period (2023: nil). Given the continued solvency issues facing
the Company and the 23 March 2023 announcement that it was in wind down, the Board decided that it was
appropriate not to recommend the payment of a final dividend.
Dividend policy
Under the terms of a Voluntary Requirement agreed between the regulated companies within the Amigo Group and
the FCA, Amigo has agreed not to pay a dividend to shareholders unless the FCA’s permission has been obtained. In
addition, given the announcement on 23 March 2023 that the Company is in wind down, the Directors are of the
view that no dividend can be paid.
Events since the balance sheet date
Issue of new shares
On 28 March 2024, the Company announced that it was seeking to raise £237,548, before expenses, by issuing an
aggregate of 95,019,200 new ordinary shares of 0.25p each at a subscription price of 0.25p per share fully paid in
two tranches. These shares were to rank
pari passu
in all respects with the existing issued ordinary shares (“Ordinary
Shares”). It also announced it had engaged Jim McColl as a strategic Board Consultant. In that role, Mr McColl is
assisting the Board in identifying potential strategic opportunities for the Company to continue as a listed company
by way of an RTO.
On 5 April 2024, a first tranche of 23,766,400 new Ordinary Shares was issued, raising £59,416 before expenses.
This issue used the authorisation granted at the Company’s Annual General Meeting held on 27 September 2023 to
allot up to an additional 5 per cent of the Company’s issued share capital for cash without offering pre-emption rights
to existing shareholders.
At a General Meeting of the Company’s shareholders on 30 April 2024, a resolution was approved to dis-apply the
Companies Act pre-emption rights over the proposed Second Tranche.
On 9 May 2024, a second tranche of 71,252,800 new Ordinary Shares (“Second Tranche”) was issued, raising
£178,132 before expenses.
Scheme of Arrangement
On 28 May 2024, the Supervisors of Amigo’s Scheme of Arrangement declared an interim Scheme payment of 12.5p
in the pound. Between April and June 2024 Scheme Co has paid £66.5m in interim Scheme payments, reducing the
Group’s restricted cash balance. ALL has continued to pay refunds of £47.0m due to certain creditors in the Scheme,
reducing the Group’s unrestricted cash balance.
Release of inter-company balances
Under the terms of the Fallback Solution to the Group’s Scheme of Arrangement, Amigo Loans Ltd (ALL) has to be
wound up and liquidated in an orderly manner, with all the liquidation proceeds being paid to creditors under the
Scheme. The Company and Amigo Loans Group Ltd were indebted to their subsidiaries under intercompany loan
arrangements between Group companies (Intercompany Loans). The debtor companies had no resources to repay
the amounts owed. The debtor companies would have been insolvent if the loans were called in. A condition of the
arrangement involving the issue of new shares was that the Intercompany Loans were waived and released in full. As
part of the arrangement, Amigo Management Services Ltd agreed to transfer to ALL all cash and assets it holds
before the liquidation of ALL.
On 10 May 2024, all the Intercompany Loans were discharged and released.
Corporate Governance
Annual Report and Accounts 2024
59
Directors
The names and biographical details of the current Directors and the Board Committees of which they are members
are set out on pages 28 and 29.
Current directors
Role
Appointment date
Jonathan Roe
1
Chairman of the Board 1 August 2020
Michael Bartholomeusz
Independent Non-Executive Director 19 November 2020
Kerry Penfold
CEO & CFO 23 September 2022
Director resigned in the year
Role
Appointment date
Danny Malone
2
CEO 6 June 2022
1. Jonathan Roe was originally appointed as a Non-Executive Director on 1 August 2020 and was authorised by the FCA as Chair on 13 October 2020.
2. Danny Malone tendered his resignation from the Group on 15 May 2023 but remained as a Director whilst serving his notice, until he stood down on
31 December 2023.
The service agreements of the current Executive Directors and the letters of appointment of the Non-Executive
Directors are available for inspection at the Company’s Registered Office.
Appointment and removal of Directors
The appointment and replacement of Directors is governed by the Company’s Articles of Association, relevant UK
legislation, and the UK Corporate Governance Code. There is no maximum number of Directors who can serve on the
Board, but the number of Directors cannot be less than two.
The Board may appoint a Director either to fill a casual vacancy or as an addition to the Board. An appointed Director
must retire and seek election to office at the next AGM of the Company. In addition to any powers of removal
conferred by the UK Companies Act 2006, the Company may by ordinary resolution remove any Director before the
expiry of his or her period of office. Subject to the constitutional documents, it may appoint another person willing to
act as a Director in their place by ordinary resolution.
Articles of Association
The Company's Articles of Association were adopted by special resolution on 28 June 2018 and amended on 29
September 2021. Any amendment to the Articles of Association may be made by special resolution in accordance
with the provisions of the Companies Act 2006.
Powers of Directors
The powers of the Directors are described in the formal schedule of matters reserved for the Board
which is available on request from the Company Secretary and is summarised in the Corporate Governance Report
on pages 32 to 37.
The Board manages the Company's business under the powers set out in the Articles of Association. These powers
include the Directors’ ability to issue or buy back shares. Shareholders’ authority to empower the Directors to
purchase the Company’s own ordinary shares is sought at the AGM each year.
Directors’ interests
Save as disclosed in the Directors’ Remuneration Report, none of the Directors, nor any person connected with them,
has any interest in the share or loan capital of the Company or any of its subsidiaries.
At no time during the year ended 31 March 2024 did any Director hold a material interest, directly or indirectly, in
any contract of significance with the Company or any subsidiary undertaking other than the Executive Directors in
relation to their service agreements.
Directors’ indemnities and insurance
The Directors benefit from a qualifying third-party indemnity from the Company as permitted by the Company’s
Articles of Association (the terms of which are in accordance with the Companies Act 2006). The Company had
Directors’ and Officers’ liability insurance in place during the year.
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Annual Report and Accounts
Share capital
The Company has share capital, which is divided into ordinary shares of nominal value of 0.25p each, all ranking pari
passu, and 41,000 issued and fully paid-up deferred shares, which are 24p each. At 31 March 2024, there were
475,333,760 ordinary shares in issue, all fully paid, and 41,000 deferred shares in issue, all fully paid. Please see
note 20 for further details. The Company intends to cancel all the 41,000 deferred shares of 24p each. Since the end
of the financial year, the Company has issued 95,019,200 new ordinary shares at 0.25p each fully paid ranking
pari
passu
in all respects with the existing issued ordinary shares, as detailed in the ‘Events since balance sheet date’
section of this report. At the date of signature of this report and the accounts, there are 570,352,960 ordinary shares
in issue, all fully paid.
Shareholder voting rights, restrictions on voting rights and restrictions on the transfer of shares
All issued and outstanding ordinary Company shares have equal voting rights, with one vote per share. The deferred
ordinary shares have no voting rights.
The Directors are not aware of any other agreements between holders of the Company’s shares that may result in
restrictions on voting rights or the transfer of securities.
Substantial shareholders
As at 31 March 2024, the Company has been made aware of or was notified under the Disclosure and Transparency
Rules (DTR 5) of the following holdings of voting rights in its issued share capital:
Shareholders holding 3% or more of the Company’s issued share capital
Shareholder name Investment style
Number of
ordinary shares
% total voting
rights
attaching to
issued share
capital
% total voting rights
attaching to issued share
capital following issue of
new ordinary shares
(31.05.24)
HARGREAVES LANSDOWN ASSET
MANAGEMENT
Private client broker
162,659,227
34.22 30.20
HALIFAX SHARE DEALING Private client broker
41,790,093 8.79 7.30
INTERACTIVE INVESTOR Private client broker
41,155,712 8.66 8.23
IG MARKETS Private client broker
26,536,430 5.58 2.94
MR MATHEW KAY Private individual
21,667,245 4.56 3.80
BARCLAYS WEALTH Private client broker 18,443,941
3.88 3.18
A J BELL SECURITIES Private Client Broker 16,864,111
3.55 4.35
The Company has not been notified by any of the private client brokers holding shares as of 31 March 2024 that any
one individual or organisation holding shares through them had a reportable shareholding of more than 3% of the
Company’s issued share capital. During the period between 31 March 2024 and 22 July 2024 (the last practicable
date of notification), the Company was not notified under DTR 5 of any other changes to holdings of its issued share
capital. As detailed earlier in this report, after the year-end, Amigo PLC issued 95,019,200 new ordinary shares at an
issue price of 0.25p per share. These were bought by investors introduced by Peterhouse Capital Limited
(“Peterhouse”) to extend the runway of the PLC while we investigate opportunities for an RTO. However, none of the
investors introduced by Peterhouse have ever held more than 3% of the total shares in issue.
Shareholders with significant influence
The Company seeks to engender a culture responsive to its shareholders' views. During the year, the Chair and other
senior executives sought engagement with groups representing shareholders to understand their opinions on various
matters.
The Chairs of each of the Board Committees would also expect to engage with shareholders on significant matters
related to their areas of responsibility, if appropriate.
Corporate Governance
Annual Report and Accounts 2024
61
Restriction on the transfer of shares
Save as outlined above, there are no specific restrictions on the transfer of the Company’s shares. However,
pursuant to the Articles of Association, the Board has the discretion to refuse to register any transfer of shares that is
not fully paid. This discretion may not be exercised in a way that the FCA or the London Stock Exchange regards as
preventing dealings in the relevant share classes from taking place on an open and proper basis.
The Board may also refuse to register a transfer where the instrument of transfer is: (i) in favour of more than four
persons jointly; (ii) not left at the registered office of the Company, or at such other place as the Board may from
time to time determine, accompanied by the certificate(s) of the shares to which the instrument relates and such
other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer; and
(iii) the instrument of transfer is in respect of more than one class of share. In addition, pursuant to the Listing
Rules, the Directors of the Company and persons discharging managerial responsibility are required to obtain prior
approval from the Company to deal in the Company’s securities. They are prohibited from dealing during close
periods.
Voting rights
On a poll, votes may be given personally or by proxy. Subject to any rights or restrictions attached to any class or
classes of shares and to any other provisions of the Articles of Association: if a vote is taken on a show of hands,
every member or proxy present in person shall have one vote; and if a vote is taken on a poll, every member present
in person or by proxy shall have one vote for each share held by him. All resolutions put to the members at
electronic general meetings will be voted on by a poll. All resolutions put to the members at a physical general
meeting will be voted on a show of hands unless a poll is demanded: by the Chair of the meeting or by at least five
members present in person or by proxy and having the right to vote on the resolution; or by any member or
members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the
members having the right to vote on the resolution; or by a member or members present in person or by proxy
holding shares in the Company conferring a right to vote on the resolution being shares on which an aggregate sum
has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right. During
the year, the Company held an Annual General Meeting on 27 September 2023, and a General Meeting after the
year-end, on 30 April 2024, as described earlier in this report.
Authority to purchase its own shares
The Company is permitted, pursuant to the terms of its Articles of Association, to purchase its own shares subject to
shareholder approval. At the AGM on 27 September 2023, shareholders authorised the Company to make market
purchases of up to 10% of its ordinary shares. This authority will expire at the end of the 2024 AGM. The Company
did not repurchase any of its shares during the financial year 2023/24.
Authority to issue shares
The Company is permitted, pursuant to the terms of its Articles of Association, to allot, grant options over, offer or
otherwise deal with or dispose of shares in the Company to such persons at such times and generally on such terms
and conditions as they may determine. At the AGM on 27 September 2023, the Company was given authority to allot
shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company:
(i) up to an aggregate nominal amount of £396,111 (such amount to be reduced by the nominal amount of
any shares in the Company or rights to subscribe for or convert any security into shares in the Company
granted under sub-paragraph (ii) below in excess of such sum); and
(ii) comprising equity securities (as defined in section 560(1) of the UK Companies Act 2006) up to an
aggregate nominal amount of £792,222 (such amount to be reduced by any allotments of any shares in the
Company or grants of rights to subscribe for or convert any security into shares in the Company made under
sub-paragraph (i) above) in connection with an offer by way of a rights issue.
This authority will expire at the end of the 2024 AGM. All shares that could be issued under this authority were
issued by 5 April 2024.
Employee participation in share schemes
In autumn 2019, the Company implemented a Company-wide Share Incentive Plan (“SIP”) and a Save As You Earn
scheme (“SAYE”). The Company also had a Long Term Incentive Plan (“LTIP”) and Deferred Bonus Plan (“DBP”) for
certain employees. Further details of the LTIP and DBP can be found in the Directors’ Remuneration Report on pages
43 to 56.
Share Incentive Plan
: This was an HMRC-approved all-employee share incentive scheme. Under the SIP, a trustee
holds Amigo shares on bare trust for the participants. These Amigo shares were categorised for the purposes of the
62
Annual Report and Accounts
SIP as either: (i) partnership shares; (ii) matching shares; or (iii) dividend shares. The matching shares were subject
to a holding period, but participants can still instruct the trustee to agree to certain transactions. The scheme was
wound up during the year.
Save As You Earn 2020
: This was an HMRC-approved all-employee share incentive scheme. Employees could
make a monthly subscription to a savings account. At the end of three years, they could subscribe for shares at
£0.097 per share, using the funds in the savings account. During the year, the SAYE 2020 was closed, and no
employees exercised the option to acquire shares in the Company.
Deferred Bonus Plan
: Net proceeds of any annual bonus awards for the Executive Directors are used to purchase
Amigo shares, which are held in an employee benefit trust for release over a three-year period. There are malus and
clawback provisions for the share awards.
Going concern
As described on page 25.
Financial risk management
Details of financial risk management and financial instruments are disclosed in note 15 of the Group Financial
Statements.
Significant agreements and change of control
A number of agreements take effect, alter or terminate upon a change of control of the Company following a
takeover.
As at 19 July 2024, the largest notified shareholding position was 4.56 % of the issued share capital of the Company.
As part of the orderly wind down of the business, the business has agreed an enhanced redundancy programme for
all employees, including the Executive Director.
Political donations
The Group did not make any political donations or incur any political expenditure (each as defined by the Companies
Act 2006) in the EU or elsewhere in the year ended 31 March 2024.
Equal opportunities
The Company has an equal opportunities policy to be followed by all Directors, ExCo members and employees. This
ensures the Company employs a diverse workforce in terms of age, gender, sexual orientation, educational and
professional backgrounds. The policy's objectives include ensuring that: recruitment criteria and procedures are
designed to ensure individuals are selected solely based on their merits and abilities; employment practices are
regularly reviewed to avoid unlawful discrimination; and training is provided to ensure compliance with the policy.
Disclosure of information to the auditor
The Directors in office at the date of this report have each confirmed that:
• so far as they are aware, there is no relevant audit information of which the Group’s auditor is unaware;
and
• they have taken all steps that they ought to have taken as a Director to make themselves aware of any
relevant audit information and to establish that the Group’s auditor is aware of that information.
For the purposes of compliance with DTR 4.1.5R(2) and DTR 4.1.8R, the required content of the management report
can be found in the Strategic Report and these regulatory disclosures, including the sections of the Annual Report
and Accounts, incorporated by reference.
The Directors’ Report was approved by the Board on 24 July 2024.
By Order of the Board
Nick Beal
Company Secretary
Amigo Holdings PLC
Corporate Governance
Annual Report and Accounts 2024
63
Directors’ responsibilities statement
Statement of Directors’ responsibilities in
respect of the Annual Report and the Financial
Statements
The Directors are responsible for preparing the
Annual Report and the Group and parent company
Financial Statements in accordance with applicable
laws and regulations.
Company law requires the Directors to prepare Group
and parent company financial statements for each
financial year. Under that law, they are required to
prepare the Group Financial Statements in accordance
with international accounting standards. In addition,
the Group Financial Statements are required under
the UK Disclosure Guidance and Transparency Rules
to be prepared in accordance with International
Financial Reporting Standards adopted in the UK.
Under company law, the Directors must not approve
the Financial Statements unless they are satisfied that
they give a true and fair view of the state of affairs of
the Group and parent company and of the Group’s
profit or loss for that period. In preparing each of the
Group and parent company financial statements, the
Directors are required to:
•
select suitable accounting policies and then apply
them consistently;
•
make judgements and estimates that are
reasonable, relevant and reliable; and
•
state whether they have been prepared in
accordance with international accounting
standards.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the parent company’s transactions and
disclose with reasonable accuracy at any time the
financial position of the parent company and enable
them to ensure that its financial statements comply
with the Companies Act 2006. They are responsible
for such internal control as they determine is
necessary to enable the preparation of financial
statements that are free from material misstatement,
whether due to fraud or error, and have general
responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the Group
and to prevent and detect fraud and other
irregularities.
Under applicable law and regulations, the Directors
are also responsible for preparing a Strategic Report,
Directors’ Report, Directors’ Remuneration Report and
Corporate Governance Statement that comply with
that law and those regulations.
The Directors are responsible for the maintenance
and integrity of the corporate and financial
information included on the Company’s website.
Legislation in the UK governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
Responsibility statement of the Directors in
respect of the Annual Report
We confirm that to the best of our knowledge:
1. the financial statements, prepared in accordance
with the applicable set of accounting standards,
give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company
and the undertakings included in the consolidation
taken as a whole; and
2. the management report includes a fair review of
the development or performance of the business
and the position of the Company, and the
undertakings included in the consolidation taken as
a whole, together with a description of the
principal risks and uncertainties.
We consider the Annual Report and Accounts, taken
as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders
to assess the Group’s position and performance,
business model and strategy.
Kerry Penfold
Director
24 July 2024
Amigo
Holdings
PLC
Annual Report and Accounts 2024
65
Independent auditor’s report to the members of Amigo Holdings
PLC
For the purpose of this report, the terms “we” and “our” denote MHA in relation to UK legal, professional and
regulatory responsibilities and reporting obligations to the members of Amigo Holdings PLC. For the purposes of the
table on pages 66 to 68 that sets out the key audit matters and how our audit addressed the key audit matters, the
terms “we” and “our” refer to MHA. The Group financial statements, as defined below, consolidate the accounts of
Amigo Holdings PLC and its subsidiaries (the “Group”). The “Parent Company” is defined as Amigo Holdings PLC, as
an individual entity. The relevant legislation governing the Company is the United Kingdom Companies Act 2006
(“Companies Act 2006”).
Opinion
We have audited the financial statements of Amigo Holdings PLC for the year ended 31 March 2024.
The financial statements that we have audited comprise:
• the Consolidated Statement of Comprehensive Income
• the Consolidated Statement of Financial Position
• the Consolidated Statement of Changes in Equity
• the Consolidated Statement of Cash Flows
• Notes 1 to 28 to the consolidated financial statements, including significant accounting policies.
• the Company Statement of Financial Position
• the Company Statement of Changes in Equity
• the Company Statement of Cash Flows
• Notes 1a to 7a to the Company financial statements, including significant accounting policies.
The financial reporting framework that has been applied in the preparation of the Group and Parent Company’s
financial statements is applicable law and International Financial Reporting Standards as adopted by the UK (“IFRS”).
In our opinion the financial statements:
• give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 March
2024 and of the Group’s loss for the year then ended;
• have been properly prepared in accordance with International Financial Reporting Standards as adopted by
the UK (“IFRS”); and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the
Financial Statements section of our report. We are independent of the Group in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard
as applied to listed public interest entities, and we have fulfilled our ethical responsibilities in accordance with those
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Emphasis of matter – financial statements prepared on a basis other than going concern
We draw attention to Note 1 to the financial statements which explains that the Directors have taken the decision to
wind down the operations and subsequently liquidate the Group and Parent Company and therefore do not consider it
to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly,
the financial statements have been prepared on a basis other than going concern as described in note 1.
Our opinion is not modified in respect of this matter.
66
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Holdings
PLC
Annual Report and Accounts 2024
Overview of our audit approach
Group audit scope
Our audit was scoped by obtaining an understanding of the Group, including the Parent
Company, and its environment, including the Group’s system of internal control, and
assessing the risks of material misstatement in the financial statements. We also addressed
the risk of management override of internal controls, including assessing whether there was
evidence of bias by the Directors that may have represented a risk of material misstatement.
We identified significant components based on their significance to the Group balance sheet
and operations. We performed full scope audit work on the Parent Company and significant
components.
The components not covered by our audit scope were subject to analytical procedures to
confirm our conclusion that there were no significant risks of material misstatement in the
aggregated financial information.
Materiality
Group
£172,000 (2023: 200,000)
3% of adjusted net assets (2023: 1.6% of net
assets)
Parent Company
£18,000 (2023: £18,000)
2% of total assets at the start of the period (2023:
2% of total assets)
Key audit matters
Recurring
• Valuation of customer complaints provision
New
• Classification and valuation of held for sale assets
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These matters included those matters which had the greatest effect
on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement
team. These matters were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Amigo
Holdings
PLC
Annual Report and Accounts 2024
67
1. Valuation of customer complaints provision
Key audit
matter description
The Group has been subject to historic complaints relating to unaffordable lending. A
provision is carried in the financial statements in respect of compensation payments
related to these complaints. The Group agreed a court approved Scheme of
Arrangement (the “Scheme”), which limits in part the amount the Group would pay
in compensation on these claims.
As at the year end the complaints provision held is £169.4m (2023: £195.9m).
As at year end, the Group had processed about 98% of the claims made under the
Scheme, with a handful of claims remaining to be processed and subject to the
adjudication. The provision is made in line with the terms of the Scheme.
How the scope of our audit
responded to the key audit
matter
We performed the following procedures:
We obtained and reviewed the management judgement paper setting out the key
judgements made in determining the provision and management’s calculation of the
provision. We challenged management on the various elements that make up the
provision to assess the appropriateness of its inclusion in the provision.
We reviewed key legal documents relating to the provision, including the court
approved Scheme of Arrangement.
Obtained an understanding of the governance process over management’s
judgements including the methodology used for calculating the complaints provision.
We performed test of detail of input data into the calculation to test the validity of
data used in calculating the provision. This included testing a sample of processed
claims to validate supporting documents and confirm the status as either rejected or
upheld or unprocessed.
Assessed whether the requirements of IAS 37 have been applied appropriately in
recognition of the complaint provision by determining whether the eligibility criteria
have been followed appropriately.
Reviewed correspondence between the Group, the Financial Conduct Authority
(“FCA”) and the Scheme Supervisor to understand and identify any matters that may
have an impact on the complaints provision.
Reviewed and challenged the basis which management determines the uphold rate,
including whether management has considered factors that would have either an
increasing or decreasing effect on the uphold rate.
Key observations
communicated to the Audit
Committee
The requirements for IAS 37 for recognition of a provision have been applied
appropriately in recognition and measurement of the customer complaints provision.
2. Classification and valuation of held for sale assets
Key audit
matter description
In May 2024, the Group completed the sale of substantially all its loans and
advances to customers to a third party. These loan assets have been classified as
held for sale at the year end. Judgement is required to determine the classification
and the carrying value of the loan assets held for sale in line with the requirements
of IFRS 5 to classify the assets as held for sale has been met.
Assets held for sale are disclosed in note 14.
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PLC
Annual Report and Accounts 2024
How the scope of our audit
responded to the key audit
matter
We performed the following procedures:
Classification
Reviewed management's judgement on the classification of the customer loan
assets as held for sale to assess if the criteria used meets the requirements of IFRS
5. Obtained and reviewed the offer letter and the Sale and Purchase Deed of
Assignment contract and confirmed these were duly executed by both parties.
Reviewed the disclosures and presentation in the financial statements to assess
their compliance with IFRS 5.
Valuation
Reviewed and reperformed management’s calculation in respect of the valuation of
assets held for sale at year end, with reference to recovery estimates, sale proceeds
and third-party documentation where relevant.
Reviewed and tested management basis of recovery of those customer loan assets
and costs to sell.
Key observations
communicated to the Audit
Committee
We concluded that the requirements for IFRS 5 for the classification and the
valuation of the loans and advances to customers as held for sale assets have been
applied appropriately with no material issues noted.
Our application of materiality
Our definition of materiality considers the value of error or omission on the financial statements that, individually or
in aggregate, would change or influence the economic decision of a reasonably knowledgeable user of those financial
statements. Misstatements below these levels will not necessarily be evaluated as immaterial as we also take
account of the nature of identified misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole. Materiality is used in planning the scope of our work,
executing that work and evaluating the results.
Materiality in respect of the Group was set at £172,000 (2023: £200,000) which was determined on the basis of 3%
of adjusted Group’s net assets (2023: 1.6% of the Group’s net assets). Adjusted net assets were deemed to be the
appropriate benchmark for the calculation of materiality as this is a key area of the financial statements as it reflects
the net equity interest in the Group. We considered this to be a key metric in view of the financial statements being
prepared on a basis other than going concern. In our opinion this is therefore the benchmark with which the users of
the financial statements are principally concerned. Materiality in respect of the Parent Company was set at £18,000
(2023: £18,000) which was determined on the basis of 2% of Parent Company’s total assets at the start of the
period (2023: 2.0% of the Parent Company’s total assets).
Performance materiality is the application of materiality at the individual account or balance level, set at an amount
to reduce, to an appropriately low level, the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality for the financial statements as a whole.
Performance materiality for the Group was set at £120,400 (2023: £120,000) which represents 70% (2023: 60%) of
the above materiality levels. Parent Company performance materiality was set at £12,600 (2023: £10,800).
The determination of performance materiality reflects our assessment of the risk of undetected errors existing, the
nature of the systems and controls and the level of misstatements arising in previous audits.
We agreed to report any corrected or uncorrected adjustments exceeding £8,600 (2023: £10,000) and £900 (2023:
£900) in respect of the Group and Parent Company respectively to the Audit Committee as well as differences below
this threshold that in our view warranted reporting on qualitative grounds.
Overview of the scope of the Group and Parent Company audits
Our assessment of audit risk, evaluation of materiality and our determination of performance materiality sets our
audit scope for each company within the Group. Taken together, this enables us to form an opinion on the
consolidated financial statements. This assessment takes into account the size, risk profile, organisation / distribution
Amigo
Holdings
PLC
Annual Report and Accounts 2024
69
and effectiveness of group-wide controls, changes in the business environment and other factors such as recent
internal audit results when assessing the level of work to be performed at each component.
In assessing the risk of material misstatement to the consolidated financial statements, and to ensure we had
adequate quantitative and qualitative coverage of significant accounts in the consolidated financial statements, of the
eight reporting components of the Group, we identified six components which represent the principal business units
within the Group. We performed full scope audits of these six components. The remain two reporting components
were deemed immaterial to the Group financial statements and analytical procedures were performed on these
components. No component auditors were involved in this audit.
The control environment
We evaluated the design and implementation of those internal controls of the Group, including the Parent Company,
which are relevant to our audit, such as those relating to the financial reporting cycle. We deployed our internal IT
audit specialists to obtain an understanding of the general IT environment.
Climate-related risks
In planning our audit and gaining an understanding of the Group and Parent Company, we considered the potential
impact of climate-related risks on the business and its financial statements. We obtained management’s climate-
related risk assessment, along with relevant documentation and reports relating to management’s assessment and
held discussions with management to understand their process for identifying and assessing those risks. We have
agreed with management’s assessment that climate-related risks are not material to these financial statements and
reviewed the relevant disclosures as required by the Listing Rules.
Reporting on other information
The other information comprises the information included in the annual report other than the financial statements
and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual
report. Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements,
we are required to determine whether this gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the Directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
• the strategic report and the Directors’ report have been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and their environment
obtained in the course of the audit, we have not identified material misstatements in the strategic report or the
Directors’ report.
Directors’ remuneration report
Those aspects of the Directors’ remuneration report which are required to be audited have been prepared in
accordance with applicable legal requirements.
Corporate governance statement
We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the entity’s compliance with the provisions of the UK Corporate
Governance Code specified for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained
during the audit:
• Directors' statement with regards the basis of preparing the financial statements on a basis other than going
concern set out on page 25;
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• Directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and
why the period is appropriate set out on page 58;
• Directors’ statement on whether it has a reasonable expectation that the Group will be able to continue in
operation and meets its liabilities set out on page 58;
• Directors' statement on fair, balanced and understandable set out on page 63;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out
on page 21;
• Section of the annual report that describes the review of effectiveness of risk management and internal
control systems set out on page 21; and
• Section describing the work of the audit committee set out on page 38.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires
us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit
have not been received by branches not visited by us; or
• the Parent Company financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• the part of the Directors’ remuneration report to be audited is not in agreement with the accounting records
and returns; or
• we have not received all the information and explanations we require for our audit; or
• a corporate governance statement has not been prepared by the Parent Company.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as
the Directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the Group or Parent
Company or to cease operations, or have no realistic alternative but to do so.
Auditor responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in
line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including
fraud.
These audit procedures were designed to provide reasonable assurance that the financial statements were free from
fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting
one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting
those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional
misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and
transactions reflected in the financial statements, the less likely we would become aware of it.
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Holdings
PLC
Annual Report and Accounts 2024
71
Identifying and assessing potential risks arising from irregularities, including fraud
The extent of the procedures undertaken to identify and assess the risks of material misstatement in respect of
irregularities, including fraud, included the following:
• We considered the nature of the industry and sector the control environment, business performance
including remuneration policies and the Group’s, including the Parent Company’s, own risk assessment that
irregularities might occur as a result of fraud or error. From our sector experience and through discussion
with the Directors, we obtained an understanding of the legal and regulatory frameworks applicable to the
Group focusing on laws and regulations that could reasonably be expected to have a direct material effect
on the financial statements, such as provisions of the Companies Act 2006, UK tax legislation or those that
had a fundamental effect on the operations of the Group including the regulatory and supervisory
requirements of the Financial Conduct Authority (“FCA”).
• We enquired of the Directors and management including the in-house legal counsel, compliance, risk and
internal audit, audit committee concerning the Group’s and the Parent Company’s policies and procedures
relating to:
- identifying, evaluating and complying with the laws and regulations and whether they were aware
of any instances of non-compliance;
- detecting and responding to the risks of fraud and whether they had any knowledge of actual or
suspected fraud; and
- the internal controls established to mitigate risks related to fraud or non-compliance with laws and
regulations.
• We assessed the susceptibility of the financial statements to material misstatement, including how fraud
might occur by evaluating management’s incentives and opportunities for manipulation of the financial
statements. This included utilising the spectrum of inherent risk and an evaluation of the risk of
management override of controls. We determined that the principal risks were related to posting
inappropriate journal entries to increase revenue or reduce costs, creating fictitious transactions, and
management bias in accounting estimates particularly in determining expected credit losses and customer
complaints provision.
Audit response to risks identified
In respect of the above procedures:
• we corroborated the results of our enquiries through our review of the minutes of the Group’s and the
Parent Company’s board and audit committee meetings, inspection of the complaints registers, inspection of
legal and regulatory correspondence and correspondences from the FCA;
• audit procedures performed by the engagement team in connection with the risks identified included:
- reviewing financial statement disclosures and testing to supporting documentation to assess
compliance with applicable laws and regulations expected to have a direct impact on the financial
statements.
- testing journal entries, including those processed late for financial statements preparation, those
posted by infrequent or unexpected users, those posted to unusual account combinations;
- evaluating the business rationale of significant transactions outside the normal course of business,
and reviewing accounting estimates for bias;
- enquiry of management around actual and potential litigation and claims.
- challenging the assumptions and judgements made by management in its significant accounting
estimates, in particular those relating to the determination of the expected credit losses and
customer complaints provision as reported in the key audit matter section of our report; and
- obtaining confirmations from third parties to confirm existence of a sample of balances.
• the Group and the Parent Company operate in a regulated industry. As such, the Senior Statutory Auditor
considered the experience and expertise of the engagement team to ensure that the team had the
appropriate competence and capabilities; and
• we communicated relevant laws and regulations and potential fraud risks to all engagement team members,
including experts and remained alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Other requirements
We were appointed as auditor on 2 September 2022. The period of total uninterrupted engagement including
previous renewals and reappointments of the firm is two years.
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We did not provide any non-audit services which are prohibited by the FRC’s Ethical Standard to the Group or the
Parent Company, and we remain independent of the Group and the Parent Company in conducting our audit.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company
and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have
formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.14R,
these financial statements form part of the European Single Electronic Format (ESEF) prepared Annual Financial
Report filed on the National Storage Mechanism of the UK FCA in accordance with the ESEF Regulatory Technical
Standard (‘ESEF RTS’). This auditor’s report provides no assurance over whether the annual financial report has been
prepared using the single electronic format specified in the ESEF RTS.
Rakesh Shaunak, FCA
(Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
London, United Kingdom
24 July 2024
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered
number OC312313)
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PLC
Annual Report and Accounts 2024
73
Consolidated statement of comprehensive income
for the year ended 31 March 2024
Year to
Year to
31 Mar 24
31 Mar 23
Notes
£m
£m
Revenue
4
Interest payable and funding facility fees
5
(3.6 )
Interest receivable
Impairment of amounts receivable from customers
Administrative and other operating expenses
7
(17.8 )
(36.2 )
Complaints provision expense
18
(12.1 )
(19.1 )
Total operating expense
(29.9 )
(55.3 )
(Loss) before tax
(12.7 )
(34.7 )
Tax credit/(charge) on (loss)
10
(0.1 )
(Loss) and total comprehensive (loss) attributable to equity shareholders of the
Group
1
(12.6 )
(34.8 )
The (loss) is derived from continuing activities.
(Loss) per share
Basic (loss) per share (pence)
12
(2.7 )
(7.3 )
Diluted (loss) per share (pence)
12
(2.7 )
(7.3 )
The accompanying notes form part of these financial statements.
1
There was less than £0.1m of other comprehensive income during the relevant periods, and hence no consolidated statement of other
comprehensive income is presented.
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Annual Report and Accounts 2024
Consolidated statement of financial position
as at 31 March 2024
31 Mar 24
31 Mar 23
Notes
£m
£m
Current assets
Customer loans and receivables
13
Property, plant and equipment
Right-of-use lease assets
19
Other receivables
16
Current tax asset
Cash and cash equivalents (restricted)
1
Cash and cash equivalents
Available for sale assets
14
Total assets
Current liabilities
Trade and other payables
17
(3.1 )
(6.0 )
Lease liabilities
19
(0.1 )
Complaints provision
18
(169.4 )
(195.9 )
Restructuring provision
18
(5.7 )
(4.5 )
Total liabilities
(178.2 )
(206.5 )
Net assets
Equity
Share capital
20
Share premium
Merger reserve
(295.2 )
(295.2 )
Retained earnings
Shareholder equity
The accompanying notes form part of these financial statements.
1
Cash and cash equivalents (restricted) of £ 84.5 m (2023: £107.2 m) materially relates to cash held for the benefit of customers in relation to payments
arising out of the Scheme of Arrangement.
The financial statements of Amigo Holdings PLC were approved and authorised for issue by the Board and were
signed on its behalf by:
Kerry Penfold
Director
24 July 2024
Company no. 10024479
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75
Consolidated statement of changes in equity
for the year ended 31 March 2024
Share
Share
Translation
Merger
Retained
Total
capital
premium
reserve
1
reserve
2
earnings
equity
£m
£m
£m
£m
£m
£m
At 1 April 2022
(295.2 )
Total comprehensive loss
(34.8 )
(34.8 )
Translation reserve
(0.1 )
(0.1 )
Share-based payments
(0.4 )
(0.4 )
At 31 March 2023
(295.2 )
Total comprehensive loss
(12.6 )
(12.6 )
At 31 March 2024
(295.2 )
The accompanying notes form part of these financial statements.
1 The translation reserve is due to the effect of foreign exchange rate changes on translation of financial statements of the Irish entities.
2
The merger reserve was created as a result of a Group reorganisation in 2017 to create an appropriate holding company structure. The restructure
was within a wholly owned group, constituting a common control transaction.
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Consolidated statement of cash flows
for the year ended 31 March 2024
Year to
Year to
31 Mar 24
31 Mar 23
£m
£m
(Loss) for the period
(12.6 )
(34.8 )
Adjustments for:
Impairment movement
(7.2 )
(3.4 )
Complaints provision
Restructuring provision
Tax charge/(credit)
(0.1 )
Interest expense
Interest receivable
(6.5 )
(1.5 )
Interest recognised on loan book
(4.8 )
(30.8 )
Share-based payment
(0.4 )
Loss on sale of Fixed Assets
Depreciation of property, plant and equipment
Operating cash flows before movements in working capital
(13.8 )
(33.4 )
Decrease in receivables
(Decrease)/increase in payables
(2.8 )
Complaints cash expense
(39.6 )
(12.7 )
Restructuring cash expense
(1.9 )
Tax refunds/(paid)
(0.2 )
Interest received
Interest paid
(3.4 )
Net cash (used in) operating activities before loans issued and collections on loans
(49.8 )
(49.1 )
Loans issued
(2.5 )
Collections
Other loan book movements
(2.1 )
Decrease in deferred brokers’ costs
Net cash from operating activities
Financing activities
Lease principal payments
(0.1 )
(0.3 )
Repayment of external funding
(50.0 )
Net cash (used in) financing activities
(0.1 )
(50.3 )
Net increase in cash and cash equivalents
Effects of movement in foreign exchange
(0.1 )
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
1
The accompanying notes form part of these financial statements.
1
Total cash is inclusive of cash and cash equivalents (restricted) of £84.5 m (2023: £107.2 m).
This restricted cash materially relates to cash held
for the benefit of customers in relation to payments arising out of the Scheme of Arrangement.
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Notes to the consolidated financial statements
for the year ended 31 March 2024
1. Material accounting policies
1.1 Basis of preparation of financial statements
Stock Exchange (LSE: AMGO). The Company is incorporated and domiciled in England and Wales . With effect from
15 June 2023 the Company’s registered office is Unit 11a, The Avenue Centre, Bournemouth, Dorset, United
Previously, the principal activity of the Amigo Loans Group was to provide individuals with guarantor loans from
£2,000 to £10,000 over one to five years. No new advances on these products have been made since November
2020. Following FCA approval to return to lending, in October 2022, Amigo launched, on a pilot basis, a new
guarantor loan as well as an unsecured loan product under the RewardRate brand. With the Fallback Solution,
arising from the Scheme of Arrangement (“Scheme”) being implemented, leading to a cessation of trade and
implementation of a wind down plan in March 2023, there has been no new lending in the twelve months to 31 March
2024. The Group continues to collect its assets and settle liabilities in line with obligations under the Scheme.
These consolidated Group and Company financial statements have been prepared on a basis other than going
concern and approved by the Directors in conformity with the requirements of the Companies Act 2006 and these
Group and Company financial statements were also in accordance with International Financial Reporting Standards
(“IFRS”) as adopted by the UK. There has been no departure from the required IFRS standards.
The consolidated financial statements have been prepared under the historical cost convention except for financial
instruments measured at fair value.
The presentational currency of the Group is GBP, the functional currency of the Company is GBP, and these financial
statements are presented in GBP. All values are stated in £ million (£m) except where otherwise stated.
In preparing the financial statements, the Directors are required to use certain critical accounting estimates and are
required to exercise judgement in the application of the Group and Company’s accounting policies. See note 2 for
further details.
Going concern
In determining the appropriate basis of preparation for these financial statements, the Board has undertaken an
assessment of the Group and Company’s ability to continue as a going concern for a period of at least twelve months
from the date of approval of the financial statements.
In undertaking a Going Concern review, the Directors considered the Group’s implementation of the Fallback
Solution, announced on 23 March 2023, under the Scheme. The Fallback Solution required that the Group’s sole
trading subsidiary, Amigo Loans Ltd (“ALL”) stop lending immediately and be placed in an orderly wind down, with
any surplus cash following the wind down to be transferred to Scheme creditors. ALL would then be liquidated within
two months of the final Scheme dividend. No residual value would be attributed to the ordinary shares of the
Company. Throughout the year to 31 March 2024 the Fallback Solution has progressed. Amigo’s back book of loans
has now been substantially run off or sold, an interim dividend is being paid to Scheme creditors, and approximately
75% of the Group’s staff have exited the business since implementation.
Given the cessation of trading on 23 March 2023, alongside no apparent realistic strategic capital raise or viable
alternative solutions, and the requirement dictated by the Scheme to ultimately liquidate ALL (the Group’s sole cash-
generating unit), the Board have determined that the Annual Report and Financial Statements for the year ended 31
March 2024 will be prepared on a basis other than going concern, consistent with the prior year. In making this
assessment consideration was given to the potential for the PLC to attract a reverse takeover or similar transaction.
However, such an outcome, whilst the strategic intention of the Directors, does not have sufficient certainty in either
cashflow or ability to trade to change the basis of preparation from that adopted in FY23.
The Directors believe there is no general dispensation from the measurement, recognition and disclosure
requirements of IFRS despite the Group not continuing as a going concern. Therefore, IFRS is applied accordingly
throughout the financial statements. No material adjustments to the carrying value of consolidated assets or liabilities
was required. In light of the wind down, and there being no value attributable to shareholders from the ongoing
business, an adjustment has been applied to the carrying value of the investment in subsidiary of the holding
company. Refer to note 2a.
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The relevant accounting standards for each part of the Financial Statements have been applied on the conditions that
existed and decisions that had been taken by the Board as at or prior to 31 March 2024.
The Board has prepared a set of financial projections for continued solvent wind down. Alongside a base scenario
which indicates ample liquidity available through the course of wind down, a downside scenario has been collated
that stresses the primary cash flow risks to the Group.
Stresses have been applied to:
• Increased Scheme liabilities
• Increased overhead spend
Despite the stresses applied, the Group maintains sufficient liquidity in the period. It is therefore considered only a
marginal risk that the Group is unable to remain solvent during the orderly wind down. The key risks that would
prevent this from being achieved are the risks applied in the downside scenario alongside potential regulatory action
or intervention.
Basis of consolidation
The consolidated statement of comprehensive income, consolidated statement of financial position, consolidated
statement of changes in shareholders’ equity, consolidated statement of cash flows and notes to the financial
statements include the financial statements of the Company and all of its subsidiaries; see note 26 for a full list of
subsidiaries. Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or
has rights to, variable returns through its involvement with the entity and has the ability to affect those returns through
its power over the entity. The financial statements of subsidiaries are included in the consolidated financial
statements from the date that control commences until the date that control ceases.
All intercompany balances and transactions are eliminated fully on consolidation. The financial statements of the
Group’s subsidiaries are prepared for the same reporting period as the Group and Company, using consistent
accounting policies.
1.2 Amounts receivable from customers
i) Classification
IFRS 9 requires a classification and measurement approach for financial assets which reflects how the assets are
managed and their cash flow characteristics. IFRS 9 includes three classification categories for financial assets:
measured at amortised cost, fair value through other comprehensive income (“FVOCI”) and fair value through profit
and loss (“FVTPL”). Note, the Group does not hold any financial assets that are equity investments; hence, the below
considerations of classification and measurement only apply to financial assets that are debt instruments. A financial
asset is measured at amortised cost if it meets both of the following conditions (and is not designated as FVTPL):
•
it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
•
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and
interest (“SPPI”) on the principal amount outstanding.
Financial assets held within a business model that is neither held to collect, nor held to collect and for sale, would be
designated as FVTPL. An example would be financial assets that are available for sale and therefore have cash flows
maximised through sale.
Business model assessment
In prior years, the Group’s business model comprised primarily loans to customers that were held for collecting
contractual cash flows, a held to collect business model which classifies those assets as held at amortised cost. The
Group deemed that the contractual cash flows were solely payments of principal and interest (“SPPI”) and hence,
amounts receivable from customers were measured at amortised cost under IFRS 9, applying a forward-looking
expected credit loss model (“ECL”).
Historically, customers have been derecognised when the entity's contractual rights to the financial asset's cash flows
have expired. Default has been defined when an account is more than three contractual payments past due.
In light of the decision to enter into the Fallback Solution and the trigger for an orderly wind down of the business the
Board re-evaluated this business model assessment. In the prior year, the assessment was no longer considered
appropriate for the RewardRate portfolio for which a decision had been made to sell as a result of the wind down
strategy and this was classified as held for sale as at 31 March 2023 (see note 14). This asset was measured at fair
value accordingly. The accompanying notes referred to IFRS 5 but should have referred to IFRS 9, as financial
assets are outside the scope of IFRS 5 but in scope for IFRS 9. However, the asset was correctly measured at fair
value and therefore has not been restated. Sale of the RewardRate business was completed in January 2024.
As at 31 March 2024, the Board has reconsidered the objective of the business model relating to the residual loan
book. The primary objective of the strategy now is to maximise cash flow through sale. In light of this reassessment a
reclassification is required. The remaining loan book is available for sale and would therefore be classified and
measured as FVTPL (note 14) as opposed to amortised cost.
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1.3 Revenue
Revenue comprises interest income on amounts receivable from customers. Loans are initially measured at fair value
(which is equal to cost at inception) plus directly attributable transaction costs and are subsequently measured at
amortised cost using the effective interest rate method. Revenue is presented net of amortised broker fees which are
spread over the expected behavioural lifetime of the loan as part of the effective interest rate method. Revenue is
also presented net of modification adjustments recognised in the period, where no historical event suggesting a
significant increase in credit risk has occurred on that asset (see notes 1.10.1.d for further details).
The effective interest rate (“EIR”) is the rate that discounts estimated future cash payments or receipts through the
expected life of the financial instrument (or a shorter period where appropriate) to the net carrying value of the
financial asset or financial liability. The calculation takes into account all contractual terms of the financial instrument
and includes any incremental costs that are directly attributable to the instrument, but not future credit losses.
Given the intention to sell the remaining loan book, and the immaterial nature of remaining modification adjustments
and unamortised broker fees, these items have been fully expensed in the year.
1.4 Operating expenses
Operating expenses include all direct and indirect costs. Where loan origination and acquisition costs can be
referenced directly back to individual transactions (e.g. broker costs), they are included in the effective interest rate in
revenue and amortised over the behavioural life of the loan rather than recognised in full at the time of acquisition.
1.5 Interest payable
Interest expense is recognised as it accrues in the consolidated statement of comprehensive income using the EIR
method so that the amount charged is at a constant rate on the carrying amount.
1.6 Dividends
Equity dividends payable are recognised when they become legally payable. Interim equity dividends are recognised
when paid. Final equity dividends are recognised on the earlier of their approval or payment date.
1.7 Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the consolidated
statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which
case it is recognised in equity.
1.7.1 Current tax
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates
enacted or substantively enacted at the consolidated statement of financial position date, and any adjustment to tax
payable in respect of previous years. Taxable profit/loss differs from profit/loss before taxation as reported in the
income statement because it excludes items of income or expense that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible.
1.7.2 Deferred tax
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. Deferred tax assets are recognised to the extent
that it is probable that future taxable profits will be available against which the temporary differences can be utilised.
Should circumstances arise where the Group concludes it is no longer considered probable that future taxable profits
will be available against which temporary differences can be utilised, deferred tax assets will be written off and
charged to the consolidated statement of comprehensive income.
The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of
assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and
differences relating to investments in subsidiaries to the extent that they are unlikely to reverse in the foreseeable
future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the
carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the consolidated
statement of financial position date.
1.8 Property, plant and equipment (“PPE”)
PPE is stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure
that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of
operating in the manner intended by management. Where parts of an item of PPE have different useful lives, they are
accounted for as separate items of property, plant and equipment. Repairs and maintenance are charged to the
consolidated statement of comprehensive income during the period in which they are incurred.
Depreciation is charged to the consolidated statement of comprehensive income on a straight-line basis over the
estimated useful lives of each part of an item of property, plant and equipment. The estimated useful lives are as
follows:
• Leasehold improvements 10% straight line
• Fixtures and fittings 25% straight line
• Computer equipment 50% straight line
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• Office equipment 50% straight line
• Motor vehicles 25% straight line
Depreciation methods, useful lives and residual values are reviewed, and adjusted if appropriate, at each
consolidated statement of financial position date.
1.9 Provisions and contingent liabilities
Provisions are recognised when a Group company has a present obligation (legal or constructive) as a result of a
past event, it is probable that the Group company will be required to settle that obligation and a reliable estimate can
be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the
consideration required to settle the present obligation at the consolidated statement of financial position date, taking
into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash
flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. For more
details see note 2.2 and note 18.
Since entering wind down, the Group has made provisions for onerous contracts. During this financial year, following
from the decision to sell all remaining loans, the scope of this onerous contract provision has been widened to
encompass net future overheads of the business not otherwise provided for. The result of this extended definition of
onerous contracts is that the net asset value attributable to shareholders within the statement of financial position is
nil. This is consistent with the Group’s obligations under the Scheme to return all proceeds from the wind down of
ALL, the Group’s only trading entity, to Scheme Creditors.
Contingent liabilities are possible obligations arising from past events, whose existence will be confirmed only by
uncertain future events, or present obligations arising from past events that are not recognised because either an
outflow of economic benefits is not probable, or the amount of the obligation cannot be reliably measured. Contingent
liabilities are not recognised in the consolidated statement of financial position but information about them is
disclosed unless the possibility of any economic outflow in relation to settlement is remote. See note 27 for further
details.
1.10 Financial instruments
The Group primarily enters into basic financial instruments transactions that result in the recognition of financial
assets and liabilities, the most significant being amounts receivable from customers.
1.10.1 Financial assets
a) Other receivables
Other receivables relating to loans and amounts owed by parent and subsidiary undertakings are measured at
transaction price, less any impairment. Loans and amounts owed by parent and subsidiary undertakings are
unsecured, have no fixed repayment date, and are repayable on demand. The impact of ECLs on other receivables
has been evaluated and it is immaterial.
b) Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not
more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from
the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in
value. The impact of ECLs on cash has been evaluated and it is immaterial.
c) Cash and cash equivalents (restricted)
Cash and cash equivalents (restricted) materially relate to cash held for the benefit of customers in relation to
payments arising out of the Scheme of Arrangement.
d) Modification of financial assets
Where modifications to financial asset terms occur, for example, modified payment terms following granting of a
Covid-19 payment holiday to customers, the Group evaluates from both quantitative and qualitative perspectives
whether the modifications are deemed substantial. If the cash flows are deemed substantially different, then the
contractual rights to cash flows from the original asset are deemed to have expired and the asset is derecognised
(see 1.10.1.e) and a new asset is recognised at fair value plus eligible transaction costs.
For non-substantial modifications the Group recalculates the gross carrying amount of a financial asset based on the
revised cash flows and recognises a modification loss in the consolidated statement of comprehensive income. The
modified gross carrying amount is calculated by discounting the modified cash flows at the original effective interest
rate. For customer loans and receivables, where the modification event is deemed to be a trigger for a significant
increase in credit risk or occurs on an asset where there were already indicators of significant increase in credit risk,
the modification loss is presented together with impairment losses. In other cases, it is presented within revenue.
e) Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is
derecognised when:
• the rights to receive cash flows from the asset have expired; or
• the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party under a “pass-through” arrangement and either:
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81
• the Group has transferred substantially all the risks and rewards of the asset; or
• the Group has neither transferred nor retained substantially all the risks and rewards of the asset but has
transferred control of the asset.
f) Write-off
Customer loans and receivables are written off the consolidated statement of financial position when an account is
six contractual payments past due, as at this point it is deemed that there is no reasonable expectation of recovery.
When there is recovery on written-off debts or when cash is received from the third-party purchaser on the legal
purchase date of the assets, recoveries are recognised in the consolidated statement of comprehensive income
within the impairment charge.
1.11 Merger reserve
The merger reserve was created as a result of a Group reorganisation in 2017 to create an appropriate holding
company structure. With the merger accounting method, the carrying values of the assets and liabilities of the parties
to the combination are not required to be adjusted to fair value, although appropriate adjustments shall be made
through equity to achieve uniformity of accounting policies in the combining entities. The restructure was within a
wholly owned group, constituting a common control transaction.
1.12 Leases
IFRS 16 distinguishes between leases and service contracts on the basis of whether the use of an identified asset is
controlled by the Group. Control is considered to exist if the Group has:
• the right to obtain substantially all of the economic benefits from the use of an identified asset; and
• the right to direct the use of that asset.
Where control, and therefore a lease, exists, a right-of-use asset and a corresponding liability are recognised for all
leases where the Group is the lessee, except for short-term assets and leases of low-value assets. Short-term assets
and leases of low-value assets are expensed to the consolidated statement of comprehensive income as incurred.
i) Lease liability
All leases for which the Group is a lessee, other than those that are less than twelve months in duration or are low
value which the Group has elected to treat as exempt, require a lease liability to be recognised on the consolidated
statement of financial position on origination of the lease. For these leases, the lease payment is recognised within
administrative and operating expenses on a straight-line basis over the lease term. The lease liability is initially
measured at the present value of the lease payments at the commencement date, discounted using the incremental
borrowing rate, as there is no rate implicit in the lease. This is defined as the rate of interest that the lessee would
have to pay to borrow, over a similar term and with similar security, the funds necessary to obtain an asset of a
similar value to the right-of-use asset in a similar economic environment. The interest expense on the lease liability is
to be presented as a finance cost.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease, using
the effective interest rate method, and reducing the carrying amount to reflect the lease payments made.
ii) Right-of-use asset
For each lease liability a corresponding right-of-use asset is recorded in the consolidated statement of financial
position.
The right-of-use asset is initially measured at cost and subsequently measured at cost less accumulated depreciation
and impairment losses, adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated
over the shorter period of lease term and useful life of the underlying asset, with the depreciation charge presented
under administrative and operating expenses. The Group’s right-of-use assets related to two property leases for
offices in Bournemouth.
1.13 Foreign currency translation
Items included in the financial statements of each of the Group’s subsidiaries are measured using the currency of the
primary economic environment in which the subsidiary operates (the functional currency). The Group’s subsidiaries
primarily operate in the UK. The Irish subsidiaries were disposed of in February 2023. The consolidated and the
Company financial statements are presented in Sterling, which is the Group and Company’s presentational currency.
Transactions that are not denominated in the Group’s presentational currency are recorded, on initial recognition, by
applying the spot exchange rate at the date of transaction. Monetary assets and liabilities denominated in foreign
currencies are translated into the relevant presentational currency at the exchange rates prevailing at the
consolidated statement of financial position date. Non-monetary items carried at historical cost are translated using
the exchange rate at the date of the transaction. Differences arising on translation are charged or credited to the
consolidated statement of comprehensive income.
1.14 Defined contribution pension scheme
The Group operates a defined contribution pension scheme. Contributions payable to the Group’s pension scheme
are charged to the consolidated statement of comprehensive income on an accruals basis.
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1.15 Items presented separately within the consolidated statement of comprehensive income
Complaints expense is presented separately on the face of the consolidated statement of comprehensive income.
This item is deemed exceptional because of its size, nature or incidence and which the Directors consider should be
disclosed separately to enable a full understanding of the Group’s results.
1.16 Share capital
Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the
definition of a financial liability or financial asset. The Group's ordinary shares are classified as equity instruments.
2. Critical accounting assumptions and key sources of estimation uncertainty
Preparation of the financial statements requires management to make significant judgements and estimates.
Judgements
The preparation of the consolidated Group financial statements in conformity with IFRS requires management to
make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities at the
consolidated statement of financial position date and the reported amounts of income and expenses during the
reporting period. The most significant uses of judgements and estimates are explained in more detail in the following
sections:
• Complaints provision:
• Estimating the probability, timing and amount of any outflows (note 2.2.1).
• Restructuring provision:
• Required resource plan and subsequent timing of staff exits
• Assessing supplier requirements and recognition of onerous contracts
• Available for sale assets:
• Assessing probability and timing of an asset’s prospective sale (note 14)
Estimates
Areas which include a degree of estimation uncertainty are:
• Complaints provisions:
• Upheld Scheme claimants that have made payments post the Scheme Effective Date which will be due
a refund in full. This estimate evaluates historical data and applies future assumptions for the timing of
refunds (note 2.2.1).
• Estimation of the cash liability is based on assumptions around prospective debt sales and future operating
expenses.
• Valuation of the investment in subsidiaries held by parent company Amigo Holdings PLC (note 2a of Company
financial statements).
• Restructuring provision:
• Severance costs of staff exits which are contingent on the timing of exit and therefore contingent on
future resource required.
• Available for sale assets:
• Estimate of expected fair value, valued via an income approach (note 14).
2.1 Credit impairment
Credit impairment is not applicable in the current year since the customer loan book has been reclassified as
available for sale assets but was applicable for the year ended 31 March 2023.
In the prior year judgements were required to assess whether the credit risk of an instrument has increased
significantly since initial recognition and what constituted a definition of default. Estimation uncertainty existed around
calculation of probability of default, the expected balance at default, the loss arising when default occurs and the
incorporation of the impacts forward looking information and macroeconomic factors have on the credit impairment
calculation.
2.2 Complaints provisions
2.2.1 Complaints provision – estimation uncertainty
The provision represents an accounting estimate of the expected future outflows arising from certain customer-
initiated complaints, using information available as at the date of signing these financial statements.
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Identifying whether a present obligation exists and estimating the probability, timing, nature and quantum of the
redress payments that may arise from past events require judgements to be made on the specific facts and
circumstances relating to the individual complaints. Management evaluates on an ongoing basis, revising previous
judgements and estimates as appropriate.
The calculation of the complaints provision as at 31 March 2024 is based on Amigo’s best estimate of the future
obligation. The Scheme cash redress provision is £106.5m and is estimated based on future financial projections of
the orderly wind down of the Group, which therefore inherently carries a degree of uncertainty. This estimate
assumes, as per the Scheme, that all assets of the business are committed to Scheme claimants.
As at 31 March 2024, the Group has recognised a complaints provision totalling £169.4m in respect of customer
complaints redress and associated costs. Utilisation in the period totalled £38.6m. The total Scheme liability has
decreased by £26.5m compared to prior year, largely due to £33.2m of cash refunds to Scheme creditors being made
during the year, partly offset by increases in cost estimates and the release of overlap with prior IFRS 9 provision.
The closing provision is comprised of an estimate of cash liability, and an estimate of refunds to upheld Scheme
claimants for collections made since Scheme effective date, which will be redressed in full and attract compensatory
interest.
The following table details the effect on the complaints provision considering incremental changes on the key
assumptions, should current estimates prove too high or too low.
Assumption used
Sensitivity applied
Sensitivity (£m)
Cash refunds to upheld Scheme claimants
1
£38.0m
+/- 10 ppts
+3.8
-3.8
Future overheads
1
£13.0m
+/- 10 ppts
+1.3
-1.3
1. Sensitivity analysis shows the impact of a 10 percentage point change in the main component assumptions in the cash redress provision.
The Board considers that this sensitivity analysis covers the full range of likely outcomes.
3. Segment reporting
The Group has one operating segment based on the geographical location of its operations, being the UK. IFRS 8
requires segment reporting to be based on the internal financial information reported to the chief operating decision
maker. The Group’s chief operating decision maker is deemed to be the Group’s Executive Committee (“ExCo”)
whose primary responsibility is to support the Chief Executive Officer (“CEO”) in managing the Group’s day-to-day
operations and analyse trading performance.
In the prior year, Amigo Loans Ireland Limited, registered in Ireland, was not a reportable operating segment, as it
was not separately included in the reports provided to the strategic steering committee. The results of these
operations were included in the “other segments” column in the prior year. Amigo Loans Ireland Limited was sold by
the Group to the CEO of the business in a management buy-out on 28 February 2023.
In the current year all the Group’s performance came from its UK operations.
The table below presents the Group’s performance on a segmental basis for the year to 31 March 2023 in line with
reporting to the chief operating decision maker:
Year to
Year to
Year to
31 Mar 23
31 Mar 23
31 Mar 23
£m
£m
£m
Year ended 31 March 2023
UK
Other
Total
Revenue
19.2
0.1
19.3
Interest payable and funding facility fees
(3.6)
-
(3.6)
Interest receivable
1.5
-
1.5
Impairment of amounts receivable from customers
3.4
-
3.4
Administrative and other operating expenses
(37.5)
1.3
(36.2)
Complaints provision expense
(19.1)
-
(19.1)
Total operating (expense)/income
(56.6)
1.3
(55.3)
(Loss)/profit before tax
(36.1)
1.4
(34.7)
Tax credit on (loss)/profit
1
(0.1)
-
(0.1)
(Loss)/profit and total comprehensive income attributable to equity shareholders of the
Group
(36.2)
1.4
(34.8)
84
Amigo
Holdings
PLC
Annual Report and Accounts 2024
31 Mar 23
31 Mar 23
31 Mar 23
£m
£m
£m
UK
Other
Total
Gross loan book
1
63.4
-
63.4
Less impairment provision
(18.0)
-
(18.0)
Net loan book
2
45.4
-
45.4
1
Gross loan book represents total outstanding loans and excludes deferred broker costs.
2
Net loan book represents gross loan book less provision for impairment.
In the prior year the carrying value of property, plant and equipment and intangible assets included in the
consolidated statement of financial position materially all relates to the UK. The results of each segment have been
prepared using accounting policies consistent with those of the Group as a whole.
4. Revenue
Revenue consists of interest income and is derived from a single segment in the UK. In the prior year a small
proportion of revenue came from Irish entity Amigo Loans Ireland Limited (see note 3 for further details).
Year to
Year to
31 Mar 24
31 Mar 23
£m
£m
Interest under effective interest rate method
2.7
19.0
Other income
0.9
0.3
Modification of financial assets (note 6)
(0.1)
-
3.5
19.3
5. Interest payable and funding facility fees
Year to
Year to
31 Mar 24
31 Mar 23
£m
£m
Senior secured notes interest payable
-
3.7
Funding facility fees
-
(0.1)
-
3.6
All debt and funding facilities were repaid by the Group in the prior year. Funding facility fees in prior years include
non-utilisation fees and amortisation of initial costs of the Group’s senior secured notes.
6. Modification of financial assets
Covid-19 payment holidays and any subsequent extensions were assessed as non-substantial financial asset
modifications under IFRS 9. The carrying value of historical modification losses at the year-end was £nil (2023:
£0.6m).
Year to
Year to
31 Mar 24
31 Mar 23
£m
£m
Modification (loss) recognised in revenue
(0.1)
-
Modification (loss)/ release recognised in impairment
(0.1)
0.1
Total modification (loss) /release
(0.2)
0.1
7. Operating expenses
The main categories of expenditure included in administrative and other operating expenses are employee costs
£10.5m (2023: £17.3m), insurance £1.7m (2023: £0.7m), licence fees £1.4m (2023: £2.5m) and legal, professional
and consultancy fees (£0.1m) (2023: £10.9m). In the current financial year net future overheads of £1.9m have been
provided for in line with the extended definition of onerous contracts (see note 1.9). The significant variation in
expenditure in these categories reflects the changed circumstances of the Group and the wind down programme of
the operating subsidiaries.
Amigo
Holdings
PLC
Annual Report and Accounts 2024
85
Year to
Year to
31 Mar 24
31 Mar 23
Other operating expenses include:
£m
£m
Fees payable to the Company’s auditor and its associates for:
– audit of these financial statements
-
0.2
– audit of financial statements of subsidiaries
0.1
0.4
– audit-related assurance services
1
-
0.1
Depreciation of property, plant and equipment
0.3
0.5
Depreciation and interest expense on leased assets
0.1
0.3
Defined contribution pension cost
0.3
0.4
1 Other assurance services include reviews of interim financial statements and other assurance services.
8. Employees
Year to
Year to
31 Mar 24
31 Mar 23
£m
£m
Employee costs
Wages and salaries
6.7
10.9
Social security costs
0.5
1.4
Cost of defined contribution pension scheme (note 22)
0.3
0.4
Share-based payments (note 21)
-
(0.2)
Restructuring provision
1
(note 18)
3.1
4.2
-Other (termination payments)
-
0.6
10.6
17.3
1 Restructuring provision relates to the cost of redundancies (see note 18 for further details)
The average monthly number of employees employed by the Group (including the Directors) during the year,
analysed by category, was as follows:
Year to
Year to
Year to
Year to
31 Mar 24
31 Mar 23
31 Mar 23
31 Mar 23
UK
UK
Other
Total
Employee numbers
Operations
70
101
7
108
Support
63
101
3
104
133
202
10
212
Operations roles are customer supporting roles such as collections and complaints handling teams. Support teams
include but are not limited to: IT, HR, finance and legal.
Average headcount decreased by 79 in the current year as compared to prior year, reflecting the orderly wind down
of the business. Headcount at 31 March 2024 was 94.
9. Key management remuneration
The remuneration of the Executive and Non-Executive Directors, who are the key management personnel of the
Group, is set out below in aggregate for each of the categories specified in IAS 24
Related Party Disclosures
.
Year to
Year to
31 Mar 24
31 Mar 23
£m
£m
Key management emoluments including employers’ National Insurance costs
0.8
1.8
Termination payments
-
0.6
0.8
2.4
During the year retirement benefits were accruing for one Director (2023: one) in respect of defined contribution
pension schemes. There are no other benefits relating to key management personnel except for those disclosed
above.
The highest paid Director in the current year received remuneration of £356,179 inclusive of employers’ National
Insurance payments (2023: £1,417,007 inclusive of employers’ National Insurance payments, of which £630,000
related to loss of office payments).
The value of the Group’s contributions paid to a defined contribution pension scheme in respect of the highest-paid
Director amounted to £nil due to an election being made for payment in lieu of pension (2023: £nil).
86
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PLC
Annual Report and Accounts 2024
10. Taxation
The applicable corporation tax rate for the period to 31 March 2024 was 25.0% (2023: 19.0%) and the effective tax
rate is 1.5% (2023: negative 0.3%).
Year to
Year to
31 Mar 24
31 Mar 23
£m
£m
Corporation tax
Current tax (credit)/ charge on (loss) for the year
(0.1)
0.1
Taxation (credit)/ charge on (loss)
(0.1)
0.1
A reconciliation of the actual tax charge, shown above, and the (loss) before tax multiplied by the standard rate of tax,
is as follows:
Year to
Year to
31 Mar 24
31 Mar 23
£m
£m
(Loss) before tax
(12.7)
(34.7)
(Loss) before tax multiplied by the standard rate of corporation tax in the UK of 25% (2023: 19%)
(3.2)
(6.6)
Effects of:
Expenses not deductible for tax purposes
0.7
0.8
Other
(0.6)
(0.1)
Current-year losses for which no deferred tax asset is recognised
3.2
6.0
Total tax charge for the year
0.1
0.1
Effective tax rate
(0.8)%
(0.3)%
The Finance Act 2021 increased the UK corporation tax rate from 19% to 25% with effect from 1 April 2023.
11. Deferred tax
A deferred tax asset is recognised to the extent that it is expected that it will be recovered in the form of economic
benefits that will flow to the Group in future periods. In recognising the asset, management judgement on the future
profitability and any uncertainties surrounding the profitability is required to determine that future economic benefits
will flow to the Group in which to recover the deferred tax asset that has been recognised. Further details of the
assessment performed by management and the key factors included in this assessment can be found under the
going concern considerations in note 1.1.
A deferred tax asset of £46.3m at the substantively enacted rate of 25% (FY23: £41.8m at 25%) has not been
recognised given that the Group is now being wound down, and there is no expectation of suitable future taxable
profits. This is comprised of £40.4m (FY23: £36.3m) in relation to £161.8m (FY23: £145m) of unutilised tax losses
and £5.9m (FY23: £5.6m) in relation to other timing differences of £23.6m (FY23: £22.3m).
The UK statutory rate for FY24 is 25% (FY23: 19%). Finance Act 2021 increased the UK corporation tax rate from
19% to 25% with effect from 1 April 2023, which impacts the deferred tax position in the current period.
12. Profit/(loss) per share
Basic (loss) per share is calculated by dividing the (loss) for the period attributable to equity shareholders by the
weighted average number of ordinary shares outstanding during the period.
Diluted (loss) per share calculates the effect on (loss) per share assuming conversion of all dilutive potential ordinary
shares. Following the closure of the performance-related share incentive plans and non-performance-related
schemes, there are no dilutive potential ordinary shares.
31 Mar 24
31 Mar 23
Pence
Pence
Basic (loss) per share
(2.7)
(7.3)
Diluted (loss) per share
1
(2.7)
(7.3)
Adjusted profit/(loss) per share (basic and diluted)
2
0.8
(2.0)
1 The effects of anti-dilutive potential ordinary shares are ignored in calculating diluted loss per share.
2 Adjusted basic profit/(loss) per share and earnings for adjusted basic earnings(loss) per share are non-GAAP measures.
Consistent with prior years, the Directors publish an adjusted profit/(loss) per share for comparison purposes only.
There are no profits attributable to shareholders as net assets, after the cost of collecting the loan book, are
committed to Scheme creditors. Reconciliations of the earnings used in the calculations are set out below.
Amigo
Holdings
PLC
Annual Report and Accounts 2024
87
31 Mar 24
31 Mar 23
£m
£m
(Loss) for basic EPS
(12.6)
(34.8)
Complaints provision expense
12.1
19.1
Restructuring expense
3.1
4.5
Onerous contract expense
1.3
1.9
Profit/(loss) for adjusted basic EPS
1
3.9
(9.3)
Basic weighted average number of shares (m)
475.3
475.3
Dilutive potential ordinary shares (m)
-
-
Diluted weighted average number of shares (m)
475.3
475.3
1. Adjusted basic profit/(loss) per share and earnings for adjusted basic profit/(loss) per share are non-GAAP measures.
13. Customer loans and receivables
As at 31 March 2024 it is considered that, under IFRS 9, the customer loan book satisfies the criteria to be
reclassified as an available for sale asset (note 14).
For the prior year the table shows the gross loan book and deferred broker costs by stage, within the scope of the
IFRS 9 ECL framework.
31 Mar 23
£m
Stage 1
42.2
Stage 2
11.0
Stage 3
10.2
Gross loan book
63.4
Deferred broker costs
1
– stage 1
0.2
Deferred broker costs
1
– stage 2
0.1
Loan book inclusive of deferred broker costs
63.7
Provision
(18.0)
Customer loans and receivables
45.7
1
Deferred broker costs are recognised within customer loans and receivables and are amortised over the expected life of those assets using the
effective interest rate (“EIR”) method.
Ageing of gross loan book (excluding deferred brokers’ fees and provision) by days overdue for year ended 31 March
2023:
31 Mar 23
£m
Current
43.7
1–30 days
6.7
31–60 days
2.7
>60 days
10.3
Gross loan book
63.4
The following table further explains changes in the gross carrying amount of loans receivable from customers to
explain their significance to the changes in the loss allowance for the same portfolios.
Year ended 31 March 2023
Stage 1
Stage 2
Stage 3
Total
£m
£m
£m
£m
Gross carrying amount at 1 April 2022
128.8
32.4
24.2
185.4
Deferred broker fees
1.5
0.4
0.3
2.2
Loan book inclusive of deferred broker costs at 1 April 2022
130.3
32.8
24.5
187.6
Changes in gross carrying amount attributable to:
Transfer of loans receivable to stage 1
3.1
(3.0)
(0.1)
-
Transfer of loans receivable to stage 2
(9.5)
10.1
(0.6)
-
Transfer of loans receivable to stage 3
(6.9)
(3.2)
10.1
-
Passage of time
1
(28.4)
(7.8)
(3.0)
(39.2)
Customer settlements
(37.6)
(5.9)
(1.3)
(44.8)
Loans charged off
(11.4)
(11.9)
(20.0)
(43.3)
Modification loss relating to Covid-19 payment holidays (note 6)
4.1
0.3
0.9
5.3
Net movement in deferred broker fees
(1.3)
(0.3)
(0.3)
(1.9)
Loan book inclusive of deferred broker costs as at 31 March 2023
42.4
11.1
10.2
63.7
1 Passage of time relates to amortisation of loan balances over the course of the financial year, due to cash payments partially offset by
interest accruals.
88
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Holdings
PLC
Annual Report and Accounts 2024
The following tables explain the changes in the loan loss provision between the beginning and the end of
the prior period:
Year ended 31 March 2023
Stage 1
Stage 2
Stage 3
Total
£m
£m
£m
£m
Loan loss provision as at 1 April 2022
18.1
8.9
20.4
47.4
Changes in loan loss provision attributable to:
Transfer of loans receivable to stage 1
0.5
(0.5)
(0.1)
(0.1)
Transfer of loans receivable to stage 2
(1.3)
2.9
(0.5)
1.1
Transfer of loans receivable to stage 3
(1.0)
(0.9)
8.2
6.3
Passage of time
1
(4.0)
(2.0)
(2.4)
(8.4)
Customer settlements
(5.2)
(1.4)
(1.0)
(7.6)
Loans charged off
(1.6)
(3.9)
(16.6)
(22.1)
Management overlay
0.1
0.1
0.6
0.8
Modification loss relating to Covid-19 payment holidays (note 6)
0.5
0.1
-
0.6
Loan loss provision as at 31 March 2023
6.1
3.3
8.6
18.0
1 Passage of time relates to amortisation of loan balances over the course of the financial year, due to cash payments partially offset by
interest accruals.
The following table splits the gross loan book by arrears status, and then by stage respectively for the year ended 31
March 2023.
Stage 1
Stage 2
Stage 3
Total
£m
£m
£m
£m
Up to date
39.7
4.0
-
43.7
1–30 days
2.5
4.2
-
6.7
31–60 days
-
2.8
-
2.8
>60 days
-
-
10.2
10.2
42.2
11.0
10.2
63.4
The following table further explains changes in the net carrying amount of loans receivable from customers to explain
their significance to the changes in the loss allowance for the same portfolios.
31 Mar 23
Customer loans and receivables
£m
Due within one year
45.4
Net loan book
45.4
Deferred broker costs
1
Due within one year
0.3
Customer loans and receivables
45.7
1 Deferred broker costs are recognised within customer loans and receivables and are amortised over the expected life of those assets using
the effective interest rate (“EIR”) method.
14. Available for sale assets
Within the scope of IFRS 9, previously the Amigo loan book has been classified under a business model that is ‘held
to collect’ with the asset’s contractual cash flows solely principal and interest, subsequently the asset was classified
and measured under amortised cost. As per IFRS 9 a reclassification is required when the objective of the business
model changes.
To balance speed of delivery and value to creditors, it was determined by management that a sale of the residual
loan book, broadly when collections break even with overheads, would be an optimal strategy in the winding down of
the business. This is a marked change in the business model, from held to collect to ‘other’ as net cash flows after
costs are to be maximised through sale.
As a result, the financial statements are impacted through the loan book being reclassified and measured under fair
value as opposed to amortised cost, the difference between amortised cost and the new carrying amount being
recognised in the P&L. This also means that no expected credit loss calculation is necessary. The financial
statements are not impacted in any other way. The gross amount reclassified within IFRS 9 was £5.1m. Customer
loans not considered to be immediately available for sale, primarily those having an unresolved Scheme claim, have
been valued at £nil.
The reclassification was dated March 2024 when the prospective sale of the loan book materialised. The loan book
sale was completed shortly after the reporting date on 19 April 2024.
Amigo
Holdings
PLC
Annual Report and Accounts 2024
89
The simplest method to value the asset at 31 March 2024 is to use the income approach taking the expected final
proceeds less costs to sell. As the completion date was on 19 April 2024, any collections on the loan book in April up
to that date would remain within The Group. Any collections post 19 April 2024 would be paid in full to the purchaser
and therefore be cash neutral. Actual receipts were broadly in line with the contract valuation prior to concluding the
contract.
In the prior year the Group held a distinct portfolio of loans, those originated under the RewardRate brand, which
were classified as held for sale. Valuation in the balance sheet was at fair value with accompanying references
incorrectly referring to IFRS 5. Given the asset was measured correctly at fair value as required by IFRS 9, there is
no restatement necessary. The sale of this portfolio of loans was completed in January 2024.
15. Financial instruments
The below tables show the carrying amounts and fair values of financial assets and financial liabilities, including the
levels in the fair value hierarchy. The tables analyse financial instruments into a fair value hierarchy based on the
valuation technique used to determine fair value:
a) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
c) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
31 Mar 24
31 Mar 23
Carrying
Fair
Carrying
Fair
Fair value
amount
value
amount
Value
hierarchy
£m
£m
£m
£m
Financial assets held at amortised cost
1
Amounts receivable from customers
2
Level 3
-
-
45.7
17.2
Other receivables
Level 3
0.5
0.5
1.5
1.5
Cash and cash equivalents (restricted)
Level 1
84.5
84.5
107.2
107.2
Cash and cash equivalents
Level 1
90.4
90.4
62.4
62.4
175.4
175.4
216.8
188.3
Financial assets measured at fair value
Available for sale assets
3
Level 1
2.7
2.7
1.1
1.1
2.7
2.7
1.1
1.1
Financial liabilities held at amortised cost
1
Other liabilities
Level 3
(3.1)
(3.1)
(6.0)
(6.0)
(3.1)
(3.1)
(6.0)
(6.0)
1 The Group has disclosed the fair values of financial instruments such as short-term trade receivables and payables at their carrying value because
it considers this is a reasonable approximation of fair value.
2 The unobservable inputs in the fair value calculation of amounts receivable from customers are balance adjustments arising from upheld Scheme
claims, expected credit losses, forecast cash flows and discount rate. As both balance adjustments and lifetime expected credit losses are
embedded in the calculation, this results in a fair value lower than the carrying amount.
3 With the sale being completed on 19 April 2024, these assets were valued using the income approach taking the expected final proceeds less
costs to sell (note 14),
Financial instruments held at amortised cost
The fair value of amounts receivable from customers has been estimated using a net present value calculation using
discount rates derived from the blended effective interest rate of the instruments. As these loans are not traded on an
active market and the fair value is therefore determined through future cash flows, they are classed as Level 3 under
IFRS 13:
Fair Value Measurement
.
All financial instruments are held at amortised cost. There are no derivative assets in the current or prior period.
The Group’s activities expose it to a variety of financial risks, which are categorised under credit risk and market risk.
The objective of the Group’s risk management framework is to identify and assess the risks facing the Group and to
minimise the potential adverse effects of these risks on the Group’s performance. Financial risk management is
overseen by the Group Risk Committee alongside other principal risks: operational, regulatory, strategic and conduct
risks.
Credit risk
Credit risk is the risk that the Group will suffer loss in the event of a default by a customer or a bank counterparty. A
default occurs when the customer or bank fails to honour repayments as they fall due. Amigo defines both borrowers
and, where applicable, guarantors as customers.
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PLC
Annual Report and Accounts 2024
a) Amounts receivable from customers
Since Amigo stopped issuing new loans, the predominant credit risk relates to customer repayments where a
customer fails to make one or more payments. As Amigo continues to sell its historic book, the credit risk has been
decreasing in parallel.
To minimise financial exposure, in the last six months, the organisation implemented a discounted settlement
strategy which has successfully secured increased collections and provided increased financial return over debt sales
for some loan populations. This has in turn, increased funds available for claimants within the Scheme of
Arrangement.
Exposure to credit risk on customer receivables is now considered very low, with the sale of the majority of the loan
book in the year and post year end.
b) Bank counterparties
This credit risk is managed by the Group’s key management personnel. This risk is deemed to be low; cash deposits
are only placed with high quality counterparties such as tier 1 bank institutions.
Market risk
Interest rate risk
Interest rate risk is the risk of a change in external interest rates which leads to an increase in the Group’s cost of
borrowing. The Group is no longer exposed to interest rate risk as all debt was repaid in the prior year.
Foreign exchange risk
Foreign exchange rate risk is the risk of a change in foreign currency exchange rates leading to a reduction in profits
or equity. There is no significant foreign exchange risk to the Group. Foreign currency transactions and balances
within the Group are minimal so foreign exchange risk is deemed immaterial.
Liquidity risk
Liquidity risk is the risk that the Group will have insufficient liquid resources to fulfil its operational plans and/or meet
its financial obligations as they fall due. Liquidity risk is managed by the Group’s central finance department through
daily monitoring of expected cash flows and ensuring sufficient funds are available to meet obligations as they fall
due. The unrestricted cash and cash equivalents balance at 31 March 2024 was £90.4m.
Since entering the Fallback Solution the management of cash balances has changed substantially in line with
obligations under the Court approved Scheme of Arrangement. The Scheme was designed to ensure the Group
could carry out an orderly wind down, which includes having access to sufficient liquidity from previously restricted
balances. This sufficiently mitigates the risk that would otherwise arise due to the Group having no immediately
accessible debt facilities.
Capital management
The wind down of the business is fully funded from cash resources and will result in no value for shareholders.
31 Mar 24
31 Mar 23
£m
£m
Maturity analysis of financial liabilities
Analysed as:
Due within one year
Other liabilities
(3.1)
(6.0)
(3.1)
(6.0)
Maturity analysis of contractual cash flows of financial liabilities
Carrying
0-1 year
1-2 years
Total
amount
As at 31 March 2024
£m
£m
£m
£m
Other liabilities
3.1
-
3.1
3.1
0-1 year
2-5 years
Total
Carrying
As at 31 March 2023
£m
£m
£m
amount
Other liabilities
6.0
-
6.0
6.0
Amigo
Holdings
PLC
Annual Report and Accounts 2024
91
16. Other receivables
31 Mar 24
31 Mar 23
£m
£m
Current
Other receivables
0.1
0.2
Prepayments and accrued income
0.4
1.3
0.5
1.5
17. Trade and other payables
31 Mar 24
31 Mar 23
£m
£m
Current
Trade payables
0.2
0.9
Taxation and social security
0.2
0.3
Other creditors
1
2.0
1.9
Accruals
0.7
2.9
3.1
6.0
1
Other creditors in the current year includes an onerous contract of £1.9m to decrease net assets to zero, to reflect the fact that all net assets of the
Group are due to Scheme creditors. In the prior year, other creditors includes an onerous contract provision of £1.3m in relation to the RewardRate
(RR) product. The sale of the RR loan book was completed in January 2024. The product had a number of associated supplier contracts that could not
either be terminated, or a termination fee had been negotiated to end the contract early. These unavoidable costs were expected to be greater than the
economic benefits of collecting or selling the potential RR loan book sale.
18. Provisions
Provisions are recognised for present obligations arising as the consequence of past events where it is more likely
than not that a transfer of economic benefit will be necessary to settle the obligation, which can be reliably estimated.
2024
2023
Complaints
Restructuring
Total
Complaints
Restructuring
Total
£m
£m
£m
£m
£m
£m
Opening provision
195.9
4.5
200.4
179.8
-
179.8
Charge for the year
12.1
3.1
15.2
19.1
4.5
23.6
Net utilisation of the provision
(38.6)
(1.9)
(40.5)
(3.0)
-
(3.0)
Closing provision
169.4
5.7
175.1
195.9
4.5
200.4
Non-current
-
-
-
-
-
-
Current
169.4
5.7
175.1
195.9
4.5
200.4
169.4
5.7
175.1
195.9
4.5
200.4
Customer complaints redress
As at 31 March 2024, the Group has recognised a complaints provision totalling £169.4m in respect of customer
complaints redress and associated costs. Utilisation in the period totalled £38.6m. The total Scheme liability has
decreased by £26.5m compared to prior year. The closing provision is comprised of an estimate of cash liability, and
an estimate of refunds to upheld Scheme claimants for collections made since Scheme effective date, which will be
redressed in full and attract compensatory interest. Balance adjustment liability arising from The Scheme were
reclassified as available for sale asset (note 14), this totalled £11.0m.
The Group continues to monitor its policies and processes to ensure that it responds appropriately to customer
complaints.
The Group will continue to assess both the underlying assumptions in the calculation and the adequacy of this
provision periodically using actual experience and other relevant evidence to adjust the provisions where appropriate.
The Group anticipates the redress programme will be complete, or substantially complete, within nine months of the
year end. Uncertainties exist around the timing of completion of the redress programme due to operational complexity
and the potential for customer appeals.
Restructuring provision
As at 31 March 2024, the Group recognised a restructuring provision totalling £5.7m (2023: £4.5m) in respect of the
expected cost of staff redundancies and liquidator costs due to wind down of the business. Included within the
expected cost of staff redundancies is an estimate for unpaid tax on past and future payments.
19. Leases
All right-of-use assets relate to property leases. For short-term and low-value leases, lease payments are recognised
in the consolidated statement of comprehensive income on a straight-line basis over the lease term. Short-term and
low-value leases are immaterial to the Group.
92
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Holdings
PLC
Annual Report and Accounts 2024
Right-of-use assets
2024
£m
2023
£m
Cost
At 1 April 2023/1 April 2022
0.9
1.4
Restatement of lease term
-
(0.5)
Disposals
(0.9)
-
At 31 March 2024/31 March 2023
-
0.9
Accumulated depreciation and impairment
As at 1 April 2023/1 April 2022
(0.8)
(0.6)
Charged to consolidated statement of other comprehensive income
(0.1)
(0.2)
Disposals
0.9
-
At 31 March 2024/31 March 2023
-
(0.8)
Net book value at 31 March 2024/31 March 2023
-
0.1
Lease liabilities
2024
2023
£m
£m
Current
-
0.1
Non-current
-
-
Total
-
0.1
A maturity analysis of the lease liabilities is shown below:
2024
2023
£m
£m
Due within one year
-
0.1
Total
-
0.1
Unearned finance cost
-
-
Total lease liabilities
-
0.1
In the year £0.1m in relation to depreciation and impairment was charged to the consolidated statement of
comprehensive income in relation to leases (2023: £0.3m). Lease liabilities related to Amigo’s offices in
Bournemouth.
Following the decision to revert to the Fallback Scheme on 23 March 2023, the right of use assets and lease liabilities
were remeasured to reflect a reduction in useful life in accordance with IFRS 16.
Amigo
Holdings
PLC
Annual Report and Accounts 2024
93
20. Share capital
On 4 July 2018 the Company’s shares were admitted to trading on the London Stock Exchange. Immediately prior to
admission the shareholder loan notes were converted to equity, increasing the share capital of the business to
475.3m ordinary shares and increasing net assets by £207.2m. No additional shares were issued subsequent to
conversion of the shareholder loan notes.
Subsequent to the year-end further shares were issued, see note 28.
Allotted and called up shares at par value
31 Mar 24
£’000
Total
41,000 deferred ordinary shares of £0.24 each
10
475,333,760 ordinary shares of 0.25p each
1,188
1,198
31 Mar 23
£’000
Total
41,000 deferred ordinary shares of £0.24 each
10
475,333,760 ordinary shares of 0.25p each
1,188
1,198
Ordinary A
Ordinary B
Ordinary C
Ordinary D
Ordinary
Total
Number
Number
Number
Number
Number
Number
At 31 March 2018
803,574
41,000
97,500
57,926
-
1,000,000
Subdivision
(803,574)
(41,000)
(97,500)
(57,926)
400,000,000
399,000,000
Shareholder loan note
conversion
-
-
-
-
75,333,760
75,333,760
At 31 March 2019
-
-
-
-
475,333,760
475,333,760
At 31 March 2020
-
-
-
-
475,333,760
475,333,760
At 31 March 2021
-
-
-
-
475,333,760
475,333,760
At 31 March 2022
-
-
-
-
475,333,760
475,333,760
At 31 March 2023
-
-
-
-
475,333,760
475,333,760
At 31 March 2024
-
-
-
-
475,333,760
475,333,760
Ordinary shares
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per share at general meetings of the Company. Each ordinary share in the capital of the Company ranks equally
in all respects and no shareholder holds shares carrying special rights relating to the control of the Company. The
nominal value of shares in issue is shown in share capital, with any additional consideration for those shares shown
in share premium.
Deferred shares
At the time of the IPO and subdivision the 41,000 ordinary B shares were split into 16,400,000 ordinary shares of
0.25p and 41,000 deferred shares of £0.24. The deferred shares do not carry any rights to receive any profits of the
Company or any rights to vote at a general meeting. Prior to the subdivision the ordinary B shares had 1.24 votes per
share; all other shares had one vote per share. The Group plans to cancel these deferred shares in due course.
Dividends
Dividends are recognised through equity, on the earlier of their approval by the Company’s shareholders or their
payment.
The Board has decided that it will not propose a final dividend payment for the year ended 31 March 2024 (2023:
£nil).
On 28 March 2024, Amigo Holdings PLC announced that it was seeking to raise £237,548, before expenses, by the
issue in two tranches of an aggregate of 95,019,200 new ordinary shares of 0.25p each at a subscription price of
0.25p per share fully paid ranking pari passu in all respects with the existing issued ordinary shares (“Ordinary
Shares”) and had engaged James McColl to act as a strategic Board Consultant. In that role, Mr McColl is assisting
the Board in identifying potential strategic opportunities for the Company to continue as a listed company by way of a
reverse takeover.
On 5 April 2024, a first tranche of 23,766,400 new Ordinary Shares were issued raising £59,416, before expenses,
utilising the authorisation granted at the Company’s Annual General Meeting held on 27 September 2023 to allot up
to an additional 5 per cent of the Company’s issued share capital for cash without out offering pre-emption rights to
existing shareholders.
94
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Holdings
PLC
Annual Report and Accounts 2024
At a General Meeting of the Company’s shareholders on 30 April 2024 a resolution was approved to dis-apply the
Companies Acts pre-emption rights over the proposed Second Tranche.
On 9 May 2024, a second tranche of 71,252,800 new Ordinary Shares (Second Tranche) were issued raising
£178,132, before expenses.
21. Share-based payment
The Group operated three types of equity settled share scheme: Long Term Incentive Plan (“LTIP”), employee
savings-related share option schemes referred to as Save As You Earn (“SAYE”) and the Share Incentive Plan
(“SIP”).
Share-based payment transactions in which the Group receives goods or services as consideration for its own equity
instruments are accounted for as equity settled share-based payments. At the grant date, the fair value of the share-
based payment is recognised by the Group as an expense, with a corresponding entry in equity, over the period in
which the employee becomes unconditionally entitled to the awards. The fair value of the awards granted is
measured based on Company specific observable market data, considering the terms and conditions upon which the
awards were granted. Following the implementation of the wind down plan in March 2023, the fair value of all share-
based payments was £nil. The charge to the consolidated statement of comprehensive income was £nil in the twelve
months to 31 March 2024 (2023: credit of £0.4m).
22. Pension commitments
The Group operates defined contribution pension schemes for the benefit of its employees. The assets of the
schemes are administered by trustees in funds independent from those of the Group.
The total contributions charged during the year amounted to £0.3m (2023: £0.4m).
23. Related party transactions
The Group had no related party transactions during the twelve-month period to 31 March 2024 that would materially
affect the performance of the Group.
Intra-group transactions between the Company and the fully consolidated subsidiaries or between fully consolidated
subsidiaries are eliminated on consolidation.
Key management of the Group, being the Executive and Non-Executive Directors of the Board, and the Executive
Committee controlled 0.25% of the voting shares of the Company as at 31 March 2024 (2023: 0.30%). The
remuneration of key management is disclosed in note 9.
24. New standards and interpretations
The following standards, amendments to standards and interpretations are newly effective in the year in addition to
the ones covered in note 1.1. There has been no significant impact to the Group as a result of their issue.
• IFRS 17: Insurance Contracts and amendments to IFRS 17
• Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)
• Definition of Accounting Estimate (Amendments to IAS 8)
• Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction – Amendments to IAS 12
Income Taxes
• Initial Application of IFRS 17 and IFRS 9 – Comparative Information (Amendments to IFRS 17)
• International Tax Reform – Pillar Two Model Rules (Amendments to IAS 12) – application of the exception
and disclosure of the fact
• International Tax Reform – Pillar Two Model Rules (Amendments to IAS 12 – other disclosure requirements
Other standards
The IASB has also issued the following standards, amendments to standards and interpretations that will be effective
from 1 January 2024, however these have not been early adopted by the Group. The Group does not expect any
significant impact on its consolidated financial statements from these amendments.
• Amendment to IAS 1 – Non-current liabilities with covenants
• Amendment to IFRS 16 – Leases on sale and leaseback
• Amendment to IAS 7 and IFRS 7 – Supplier finance
• Amendment to IAS 21 – Lack of exchangeability
• IFRS S1 – General requirements for disclosure of sustainability-related financial information
25. Immediate and ultimate parent undertaking
The immediate and ultimate parent undertaking as at 31 March 2024 is Amigo Holdings PLC , a company
incorporated in England and Wales .
Amigo
Holdings
PLC
Annual Report and Accounts 2024
95
26. Investment in subsidiaries
The following are subsidiary undertakings of the Company at 31 March 2024 and include undertakings registered or
incorporated up to the date of the Directors’ Report as indicated. Unless otherwise indicated all Group owned shares
are ordinary. All entities are subsidiaries on the basis of 100% ownership and shareholding.
As part of the ongoing orderly wind down of activities the Group commenced proceedings to dissolve dormant
companies in the structure. The formal dissolution of six previously dormant entities was confirmed on 30 October
2023. Amigo Loans Luxembourg S.A. was also dissolved on 1 December 2023.
Class of
Ownership
Ownership
Name
Country of
incorporation
shares held
31 March
2024
31 March
2023
Principal activity
Direct holding
Amigo Loans Group Ltd
1
United Kingdom
Ordinary
100%
100%
Holding company
ALL Scheme Ltd
1
United Kingdom
Ordinary
100%
100%
Special purpose
vehicle
Indirect holdings
Amigo Loans Holdings Ltd
1
United Kingdom
Ordinary
100%
100%
Holding company
Amigo Loans Ltd
1
United Kingdom
Ordinary
100%
100%
Trading company
Amigo Management Services Ltd
1
United Kingdom
Ordinary
100%
100%
Trading company
Amigo Luxembourg S.A.
Luxembourg
Ordinary
-
100%
Financing company
Amigo Car Loans Limited
United Kingdom
Ordinary
-
100%
Dormant company
Vanir Financial Limited
United Kingdom
Ordinary
-
100%
Dormant company
Vanir Business Financial Limited
United Kingdom
Ordinary
-
100%
Dormant company
Amigo Store Limited
United Kingdom
Ordinary
-
100%
Dormant company
Amigo Group Limited
United Kingdom
Ordinary
-
100%
Dormant company
Amigo Finance Limited
United Kingdom
Ordinary
-
100%
Dormant company
1 Registered at Unit 11a, The Avenue Centre, Bournemouth, Dorset, BH2 5RP, England.
27. Contingent liabilities
Warranties exist in the debt sale agreements. If Amigo is found to be in breach of these warranties they must
compensate the purchaser by paying the purchaser an amount equal to the calculated compensation price for the
relevant accounts.
28. Post balance sheet events
Share issue
On 28 March 2024, Amigo Holdings PLC announced that it was seeking to raise £237,548, before expenses, by the
issue in two tranches of an aggregate of 95,019,200 new ordinary shares of 0.25p each at a subscription price of
0.25p per share fully paid ranking pari passu in all respects with the existing issued ordinary shares (“Ordinary
Shares”) and had engaged James McColl to act as a strategic Board Consultant. In that role, Mr McColl is assisting
the Board in identifying potential strategic opportunities for the Company to continue as a listed company by way of a
reverse takeover.
On 5 April 2024, a first tranche of 23,766,400 new Ordinary Shares were issued raising £59,416, before expenses,
utilising the authorisation granted at the Company’s Annual General Meeting held on 27 September 2023 to allot up
to an additional 5 per cent of the Company’s issued share capital for cash without out offering pre-emption rights to
existing shareholders.
At a General Meeting of the Company’s shareholders on 30 April 2024 a resolution was approved to dis-apply the
Companies Acts pre-emption rights over the proposed Second Tranche.
On 9 May 2024, a second tranche of 71,252,800 new Ordinary Shares (Second Tranche) were issued raising
£178,132, before expenses.
Scheme of Arrangement
On 28 May 2024, the Supervisors of Amigo’s Scheme of Arrangement declared an interim Scheme payment of 12.5p
in the pound. Between April and June 2024 Scheme Co has paid £66.5m in interim Scheme payments, reducing the
Group’s restricted cash balance. In the same period, ALL has continued to pay refunds of £47.0m due to certain
creditors in the Scheme, reducing the Groups unrestricted cash balance.
96
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Holdings
PLC
Annual Report and Accounts 2024
Company statement of financial position
as at 31 March 2024
31 Mar 24
31 Mar 23
Notes
£m
£m
Current assets
Investments
2a
-
0.9
Total assets
-
0.9
Current liabilities
Other payables
3a
(71.1)
(70.6)
Total liabilities
(71.1)
(70.6)
Net liabilities
(71.1)
(69.7)
Equity
Share capital
4a
1.2
1.2
Share premium
207.9
207.9
Merger reserve
4.7
4.7
Retained earnings (including loss for the year of £1.4m (2023: loss of £25.6m)
(284.9)
(283.5)
Shareholder equity
(71.1)
(69.7)
The parent company financial statements were approved and authorised for issue by the Board and were signed on
its behalf by:
Kerry Penfold
Director
24 July 2024
Company no. 10024479
The accompanying notes form part of these financial statements.
Amigo
Holdings
PLC
Annual Report and Accounts 2024
97
Company statement of changes in equity
for the year ended 31 March 2024
Share
Share
Merger
Retained
Total
capital
premium
reserve
1
earnings
equity
£m
£m
£m
£m
£m
At 1 April 2022
1.2
207.9
4.7
(257.5)
(43.7)
Total comprehensive (loss)
-
-
-
(25.6)
(25.6)
Share-based payments
-
-
-
(0.4)
(0.4)
At 1 April 2023
1.2
207.9
4.7
(283.5)
(69.7)
Total comprehensive (loss)
-
-
-
(1.4)
(1.4)
At 31 March 2024
1.2
207.9
4.7
(284.9)
(71.1)
1 The merger reserve was created as a result of a Group reorganisation to create an appropriate holding company structure. The restructure was
within a wholly owned group and so merger accounting applied under Group reconstruction relief.
The accompanying notes form part of these financial statements.
98
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Holdings
PLC
Annual Report and Accounts 2024
Company statement of cash flows
for the year ended 31 March 2024
Year to
31 Mar 24
Year to
31 Mar 23
£m
£m
(Loss) for the period
(1.4)
(25.6)
Adjustments for:
Impairment charge
0.9
25.2
Income tax charge/(credit)
0.2
(0.2)
Share-based payment
-
(0.4)
Operating cash flows before movements in working capital
(0.3)
(1.0)
(Decrease) in payables
(0.2)
(0.1)
Net cash (used in) operating activities
(0.5)
(1.1)
Financing activities
Proceeds from intercompany funding
0.5
1.1
Net cash from financing activities
0.5
1.1
Net movement in cash and cash equivalents
-
-
Cash and cash equivalents at beginning of period
-
-
Cash and cash equivalents at end of period
-
-
The accompanying notes form part of these financial statements.
Amigo
Holdings
PLC
Annual Report and Accounts 2024
99
Notes to the financial statements – Company
for the year ended 31 March 2024
1a. Accounting policies
i) Basis of preparation of financial statements
Amigo Holdings PLC (the “Company”) is a company limited by shares and incorporated and domiciled in England and
Wales.
The principal activity of the Company is to act as a holding company for the Amigo Loans Group of companies. The
principal activity of the Amigo Loans Group is to provide loans to individuals. Previously, its principal activity was to
provide individuals with guarantor loans from £2,000 to £10,000 over one to five years. No new advances on these
products have been made since November 2020. Following FCA approval to return to lending, in October 2022,
Amigo launched, on a pilot basis, a new guarantor loan as well as an unsecured loan product under the RewardRate
brand. With the Fallback Solution being implemented, leading to a cessation of trade and implementation of a wind
down plan in March 2023, there has been no new lending in the twelve months to 31 March 2024.
The financial statements have been prepared under the historical cost convention, in accordance with International
Financial Reporting Standards as adopted by the UK, and in conformity with the requirements of the Companies Act
2006.
In accordance with the exemption allowed by section 408 of the Companies Act 2006, the Company has not
presented its own income statement or statement of other comprehensive income.
The functional currency of the Company is GBP. These financial statements are presented in GBP.
The following principal accounting policies have been applied:
ii) Going concern
In determining the appropriate basis of preparation for these financial statements, the Board has undertaken an
assessment of the Group and Company’s ability to continue as a going concern for a period of at least twelve months
from the date of approval of the financial statements.
In undertaking a Going Concern review, the Directors considered the Group’s implementation of the Fallback
Solution, announced on 23 March 2023, under the Scheme. The Fallback Solution required that the Group’s sole
trading subsidiary, Amigo Loans Ltd (ALL) stop lending immediately and be placed in an orderly wind down, with any
surplus cash following the wind down to be transferred to Scheme creditors. ALL would then be liquidated within two
months of the final Scheme dividend. No residual value would be attributed to the ordinary shares of the Company.
Throughout the year to 31 March 2024 the Fallback Solution has progressed. Amigo’s back book of loans has now
been substantially run off or sold, an interim dividend is being paid to Scheme creditors, and approximately 75% of
the Group’s staff have exited the business since implementation.
Given the cessation of trading on 23 March 2023, alongside no apparent realistic strategic capital raise or viable
alternative solutions, and the requirement dictated by the Scheme to ultimately liquidate ALL (the Group’s sole cash-
generating unit), the Board have determined that the Annual Report and Financial Statements for the year ended 31
March 2024 will be prepared on a basis other than going concern, consistent with the prior year. In making this
assessment consideration was given to the potential for the PLC to attract a reverse takeover or similar transaction.
However, such an outcome, whilst the strategic intention of the Directors, does not have sufficient certainty in either
cashflow or ability to trade to change the basis of preparation from that adopted in FY23.
The Directors believe there is no general dispensation from the measurement, recognition and disclosure
requirements of IFRS despite the Group not continuing as a going concern. Therefore, IFRS is applied accordingly
throughout the financial statements. In light of the wind down, and there being no value attributable to shareholders
from the ongoing business, adjustment has been applied to the carrying value of the investment in subsidiary of the
holding company. Refer to note 2a.
The relevant accounting standards for each part of the Financial Statements have been applied on the conditions that
existed and decisions that had been taken by the Board as at or prior to 31 March 2024.
The Board has prepared a set of financial projections for continued solvent wind down. Alongside a base scenario
which indicates ample liquidity available through the course of wind down, a downside scenario has been collated
that stresses the primary cash flow risks to the Group.
Stresses have been applied to:
• Increased Scheme liabilities
• Increased overhead spend
100
Amigo
Holdings
PLC
Annual Report and Accounts 2024
Despite the stresses applied, the Group maintains sufficient liquidity in the period. It is therefore considered only a
marginal risk that the Group is unable to remain solvent during the orderly wind down. The key risks that would
prevent this from being achieved are the risks applied in the downside scenario alongside potential regulatory action
or intervention.
iii) Investments
Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment. Impairment is
calculated by comparing the carrying value of the investment with the higher of an asset’s cash-generating units fair
value less costs of disposal and its value in use.
iv) Financial instruments
See the Group accounting policy in note 1.10.
2a. Investments
31 Mar 24
£m
31 Mar 23
£m
At 1 April 2023/1 April 2022
0.9
26.1
Impairment of investment
(0.9)
(24.8)
Movement in share-based payment
-
(0.4)
At 31 March 2024/31 March 2023
-
0.9
Current
-
0.9
-
0.9
At 31 March 2024 the share price of Amigo Holdings PLC implied a fair value higher than the carrying value of net
assets on the Group balance sheet.
However, on the basis that there is no value in the subsidiaries attributable to the shareholders as result of the wind
down, the investment has been reduced to £nil. The Directors believe this departure from a fair valuation based on
readily identifiable market data better reflects the position of the Group at this time.
For details of investments in Group companies, refer to the list of subsidiary companies within note 26 to the
consolidated financial statements.
3a. Other payables
31 Mar 24
31 Mar 23
£m
£m
Amounts owed to Group undertakings
71.0
70.4
Accruals and deferred income
0.1
0.2
71.1
70.6
Amounts owed to Group undertakings are considered non-recoverable. Following regulatory clearance these
balances were waived by the creditor subsidiaries post year end in return for agreement by Amigo Management
Services Limited (“AMSL”) to assign any remaining cash balances to its sister company ALL prior to liquidation.
4a. Share capital
For details of share capital, see note 20 to the consolidated financial statements. £nil dividends were paid in the year
(2023: £nil).
5a. Capital commitments
The Company had no capital commitments as at 31 March 2024 (2023: £nil).
6a. Related party transactions
The Company receives charges from and makes charges to its 100% owned subsidiaries.
Amounts owed to Group
undertakings are considered non-recoverable. Following regulatory clearance these balances were waived by the
creditor subsidiaries post year end in return for agreement by Amigo Management Services Limited (“AMSL”) to
assign any remaining cash balances to its sister company ALL prior to liquidation for the benefit of Scheme creditors.
For details of key management compensation, see note 9 to the consolidated financial statements.
Annual Report and Accounts 2024
101
Amigo
Loans
Ltd
-
(0.3)
(66.3)
(66.3)
Amigo Management Services Ltd
-
(
0.3
)
(4.7)
(4.7)
Amigo Loans Ltd
(0.6)
(66.0)
(66.0)
Amigo Management Services Ltd
-
(0.3)
(4.4)
(4.4)
7a. Post balance sheet events
See note 28 to the Group financial statements for further details.
Under the terms of the Fallback Solution of the Scheme, ALL has to be wound up and liquidated in an orderly
manner, with all the liquidation proceeds being paid to creditors under the Scheme. The Company and ALL were
indebted to their subsidiaries under intercompany loan arrangements between Group companies (intercompany
loans). The debtor companies had no resources to repay the amounts owed. If the loans were called in, the debtor
companies would have been insolvent. A condition of the arrangement involving the issue of new shares was that the
intercompany loans were waived and released in full. As part of the arrangement, Amigo Management Services Ltd
agreed to transfer to ALL all cash and assets it holds before the liquidation of ALL.
On 10 May 2024, all the Intercompany Loans were discharged and released.
102
Annual Report and Accounts 2024
Appendix: alternative performance measures
Given the implementation of the Fallback Scheme and the winding down of the Group’s business, the Board believes
that disclosure of alternative performance measures (“APMs”) are no longer relevant, and therefore they are no
longer disclosed.
Glossary
The following definitions apply throughout this Annual Report unless the context requires otherwise:
Adjusted profit/(loss) after tax profit/(loss) after tax plus movement in complaints expense, restructuring
and onerous contract provisions
AGM the Annual General Meeting
ALL Scheme Ltd
a
private company limited by shares incorporated under the laws of England
and Wales, registered under company number 13116075. The Group
reviews complaint claims through this vehicle as part of an approved
Scheme of Arrangement (“SoA”
) and, where appropriate, pays cash redress
to customers that have been affected by historical issues in the UK
business
Amigo Loans Ltd
a private company limited by shares incorporated under the laws of England
and Wales, registered under company number 04841153. This is the
Group’s primary UK trading entity
Amigo Loans Group Ltd
a private company limited by shares incorporated under the laws of England
and Wales, registered under company number 10624393. This is a holding
company within the Group
Amigo Loans Holdings Ltd
a private company limited by shares incorporated under the laws of England
and Wales, registered under company number 10624542. This is a holding
company within the Group
Amigo Luxembourg S.A. a wholly owned subsidiary of Amigo Loans Holdings, incorporated as a
public limited liability company (société anonyme) under the laws of the
Grand Duchy of Luxembourg, registered under company number B210134.
This entity was dissolved in the year to 31 March 2024
Amigo Management Services Ltd
a private company limited by shares incorporated under the laws of England
and Wales, registered under company number 05391984. This is the
servicing entity for the Group
Articles of Association the Articles of Association of the Company
Asset VReq
Amigo entered into an Asset Voluntary Requirement with the FCA, this does
not impact the day-to-day running of the Group but the Group needs prior
approval from the FCA to transfer any assets outside of the Group in
circumstances such as: discretionary cash payments to Directors of the
Company and dividends to shareholders
Board the Board of Directors of the Company
Charged off loans loans for which the customers are at least six contractual payments past
due that have been fully charged off of the Group’s statement of financial
position
Company/Amigo PLC
Amigo Holdings PLC, a public company limited by shares incorporated
under the laws of England and Wales with company number 10024479
Directors the Executive and the Non-Executive Directors of the Company
Disclosure Guidance and
Transparency Rules
the Disclosure Guidance and Transparency Rules produced by the FCA
and forming part of the FCA’s handbook of rules and guidance as amended
from time to time.
ECL Expected credit losses. This is the expected loss recognised, on origination
of loan assets, as an impairment provision. Loss allowances for stage 1
financial assets are based on twelve-month ECLs; that is the portion of
ECLs that result from default events that are estimated within twelve
months of the reporting date and are recognised from the date of asset
origination. Loss allowances for stage 2 and 3 financial assets are based on
lifetime ECLs, which are the ECLs that result from all estimated default
events over the expected life of a financial instrument
Executive Directors the Executive Directors of the Company
Annual Report and Accounts 2024
103
FCA the UK Financial Conduct Authority, a regulatory body that regulates
financial services in the United Kingdom
Group
A
migo Holdings PLC and each of its consolidated subsidiaries and
subsidiary undertakings from time to time
HMRC HM Revenue and Customs
IFRS International Financial Reporting Standards, as adopted by the UK
Independent Non-Executive
Directors
Non-Executive Directors determined by the Board to be independent in
character and judgement and free from relationships or circumstances
which may affect, or could appear to affect, the Directors’ judgement, and
each an “Independent Non-Executive Director”
IT information technology
KPIs key performance indicators
Loan book total outstanding loans in the Company’s statement of financial position
Loans issued total originations for the period
London Stock Exchange London Stock Exchange plc
Net loan book loan book less provision for impairment
Non-Executive Directors the Non-Executive Directors of the Company
RTO reverse takeover
Scheme of Arrangement a Scheme of Arrangement is an arrangement under part 26 of the
Companies Act 2006, and is a Court-approved agreement between a
company and its creditors; for Amigo these creditors are the FOS and
Amigo’s eligible redress customers
Scheme Co the entity ALL Scheme Ltd
Shareholders the holders of shares in the capital of the Company
Shares
the ordinary shares of the Company, having the rights set out in the Articles
of Association
UK Corporate Governance Code the 2018 UK Corporate Governance Code issued by the Financial
Reporting Council
104
Amigo
Holdings
PLC
Annual Report and Accounts 2024
Information for shareholders
Financial calendar
The Company’s Annual General Meeting is expected to be held in September 2024 – please see our website for further
details in due course.
Share price
The shares are listed on the London Stock Exchange under share code “AMGO”.
Registrars
The Company’s registrars are:
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Telephone: 0371 664 0300
(Calls cost 12p per minute, plus your phone company’s access charge.)
Email: enquiries@linkgroup.co.uk
Company details
Registered office and contact details:
Amigo Holdings PLC
Unit 11A
The Avenue Centre
Bournemouth, Dorset
BH2 5RP
investors@amigo.me
companysecretary@amigo.me
Website: www.amigoplc.com
Company number: 10024479
Independent auditor
MHA
6th Floor
2 London Wall Place
London
EC2Y 5AU
