WRAP Retail Offer for up to £188,100

Amigo Holdings PLC

15 December 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE WRAP RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF AMIGO HOLDINGS PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF AMIGO HOLDINGS PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

15 December 2025

Amigo Holdings PLC

("Amigo" "PLC" or the "Company")

WRAP Retail Offer for up to £188,100

Amigo Holdings PLC is pleased to announce a retail offer through the Winterflood Retail Access Platform ("WRAP") to raise up to £188,100 (the "WRAP Retail Offer") through the issue of new ordinary shares of 0.25 pence each fully paid in the capital of Amigo ("Ordinary Shares"). Under the WRAP Retail Offer up to 62,7000,000 new Ordinary Shares (the "WRAP Retail Offer Shares") will be made available at a price of 0.3 pence per share (the "Issue Price") to existing shareholders of Amigo in the UK.

The Issue Price represents a discount of approximately 42.86 per cent. to the closing mid-market price of 0.525 pence per Ordinary Share on 12 December 2025, being the latest practicable date before this announcement.

In addition to the WRAP Retail Offer, Amigo announced on 14 November 2025 (the "Announcement") that that it had conditionally secured investors that have irrevocably agreed to subscribe for up to £1.5 million (before expenses) of unlisted mandatory convertible loan notes ("Loan Notes") to be issued by Amigo, conditional on the passing of resolutions to be proposed at a General Meeting of Amigo ("General Meeting"). The Loan Notes are convertible, as set out in the Announcement, at the Issue Price into a maximum of 500,000,000 Amigo new Ordinary Shares ("Conversion Shares"). The Announcement set out: the main terms of the Loan Notes; the reasons for the Loan Notes; and use of proceeds. The proceeds of the WRAP Retail Offer will be utilised in the same way as the proceeds of the Loan Notes. For the avoidance of doubt, the WRAP Retail Offer is not part of the Loan notes offer.

The WRAP Retail Offer is conditional on, inter alia:

(1)   the passing of the necessary resolution to enable the WRAP Retail Offer Shares to be allotted and issued on a non-pre-emptive basis, to be put to Amigo's shareholders at a General Meeting, which is expected to be held at 1.30pm on Friday 19 December 2025 at Bournemouth Highcliff Marriott Hotel, 105 St Michael's Road, Bournemouth, BH2 5DU; and

(2)   the WRAP Retail Offer Shares being admitted to listing on the Equity Shares (Commercial Companies) Category of the Official List maintained by the Financial Conduct Authority ("FCA") and to trading on the main market for listed securities of the London Stock Exchange plc ("London Stock Exchange") ("Admission").

It is anticipated that Admission will become effective and that dealings in the WRAP Retail Offer Shares will commence at 08.00 a.m. on 24 December 2025.

WRAP Retail Offer

Amigo values its retail shareholder base and believes that it is appropriate to provide its existing retail shareholders in the United Kingdom with the opportunity to participate in the WRAP Retail Offer.

Therefore, Amigo is making the WRAP Retail Offer open to eligible investors in the United Kingdom following release of this announcement, being existing shareholders of Amigo.

It should be noted that a subscription for WRAP Retail Offer Shares and investment in Amigo carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the WRAP Retail Offer Shares if they are in any doubt. In particular, investors should consider the risks detailed in the Circular dated 26 November 2025 containing the Notice of General Meeting.

Existing shareholders of Amigo can contact their broker or wealth manager to participate in the WRAP Retail Offer.

The WRAP Retail Offer is expected to close at 4 pm on 18 December 2025. Eligible shareholders should note that financial intermediaries may have earlier closing times. Existing retail investors are not entitled to participate in the issue of the Loan Notes.

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of existing retail shareholders, should contact [e-mail].

To be eligible to participate in the WRAP Retail Offer, applicants must be a customer of a participating intermediary and, before the release of this announcement, shareholders in Amigo which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.

There is a minimum subscription of £500 per investor under the WRAP Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

Amigo reserves the right to amend the size of the retail offer at its discretion. Amigo reserves the right to scale back any order and to reject any application for subscription under the WRAP Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for WRAP Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

The WRAP Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail Offer Shares available for subscription at the Issue Price does not exceed £188,100, or such smaller size as agreed by Amigo.

The WRAP Retail Offer is offered in the United Kingdom under the exemption from the requirement to publish a prospectus in section 86(1)(e) of Financial Services and Markets Act 2000 (as amended) ("FSMA"). As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules of the FCA, or for approval of the same by the FCA. The WRAP Retail Offer is not being made into any jurisdiction other than the United Kingdom.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the WRAP Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of Amigo before the date of this announcement by notification to a Regulatory Information Service in accordance with the FCAs Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

Investors should make their own investigations into the merits of an investment in Amigo. Nothing in this announcement amounts to a recommendation to invest in Amigo or amounts to investment, taxation or legal advice.

An investment in Amigo will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

This announcement contains inside information for the purposes of Regulation 7(1)(a) and 7(4) of UK version of the Prospectus Regulation (EU) 2017/1129. For the purposes of Commission Implementing Regulation (EU) 2016/1055 (as amended by the Technical Standards (Market Abuse Regulation) (EU Exit) Instrument 2019) the person responsible for this announcement is Nicholas Beal, CEO of Amigo.

Contacts:

Amigo Holdings PLC	[e-mail]
Nick Beal	Chief Executive
Winterflood Retail Access Platform	[e-mail]
Sophia Bechev, Kaitlan Billings	020 3100 0214

About Amigo Holdings PLC

Amigo is a public limited company registered in England and Wales with registered number 10024479. The Amigo Shares are listed on the Official List of the London Stock Exchange.

Further information on Amigo can be found on its website at amigoplc.com.

Amigo's LEI is 213800PUHEBLCWDW9T74.

This announcement should be read in its entirety. In particular, the information in the "Important Legal Information" section of this announcement should be read and understood.

Important Legal Information

The content of this announcement has been prepared by and is the sole responsibility of Amigo.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The WRAP Retail Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States of America, its possessions or territories, any state of the United States and may not be offered or sold directly or indirectly in or into the United States. No public offering of the WRAP Retail Offer Shares is being made in the United States. The WRAP Retail Offer Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act ("Regulation S") to non-US persons (within the meaning of Regulation S). In addition, Amigo has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for WRAP Retail Offer Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the US Securities Act, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

WRAP is a proprietary technology platform owned and operated by Winterflood Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Amigo and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the WRAP Retail Offer and will not be responsible to anyone other than Amigo for providing the protections afforded to its clients, nor for providing advice in connection with the WRAP Retail Offer, Admission and the other arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Certain statements in this announcement are forward-looking statements which are based on Amigo's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which Amigo's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Amigo and Winterflood expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the FCA, the London Stock Exchange or applicable law.

The information in this announcement is for background purposes only and does not purport to be full or complete. None of Winterflood or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Amigo or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Winterflood and its affiliates, accordingly, disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of Amigo for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of Amigo.

Neither the content of Amigo's website (or any other website) nor the content of any website accessible from hyperlinks on Amigo's website (or any other website) is incorporated into or forms part of this announcement. The WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

It is further noted that the WRAP Retail Offer is only open to investors in the United Kingdom who fall within Article 43 of the Order, as amended (which includes an existing member of Amigo).

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

 

END