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.
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.
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.