25 July 2024
Amigo Holdings PLC
Financial Results for the year ended 31 March 2024
Amigo Holdings PLC, ("Amigo", "Amigo PLC" or the "Company"), offered mid-cost credit in the
Kerry Penfold, Chief Executive Officer commented:
"With initial Scheme payments underway and with the sale of the loan books almost complete, we are nearing completion of the operational wind down of the business. I am very proud of and grateful for the resilience of all our staff and their determination to support customers and each other through this process."
While it is disappointing to be executing the wind down of Amigo's lending business, we are continuing our search for a reverse takeover partner, following our equity raise earlier this year and the appointment of Jim McColl as strategic consultant. If a reverse takeover were to go ahead, it would deliver some value to shareholders that would otherwise not be possible."
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
|
Figures in £m, unless otherwise stated |
|
Year ended 31 March 2024 |
Year ended 31 March 2023 |
Change % |
|
Number of customers1 |
'000 |
12.0 |
29.0 |
(58.6) |
|
Net loan book2 |
|
- |
45.4 |
NM |
|
Revenue |
|
3.5 |
19.3 |
(81.9) |
|
Complaints provision (balance sheet) |
|
(169.4) |
(195.9) |
(13.5) |
|
Complaints charge (income statement) |
|
(12.1) |
(19.1) |
(36.6) |
|
(Loss) before tax |
|
(12.7) |
(34.7) |
(63.4) |
|
(Loss) after tax3 |
|
(12.6) |
(34.8) |
(63.8) |
|
Adjusted profit/(loss) after tax4 |
|
3.9 |
(9.3) |
NM |
|
Basic EPS |
Pence |
(2.7) |
(7.3) |
(63.0) |
|
EPS (Basic, adjusted)5 |
Pence |
0.8 |
(2.0) |
NM |
|
Net unrestricted cash6 |
|
90.4 |
62.4 |
44.9 |
|
Shareholders' equity |
|
|
|
(100) |
|
|
|
|
|
|
*NM = not meaningful
· Reflecting the wind down of operations, and the accrual of all future business wind down overheads, net assets have decreased to
· 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
· Administrative and other costs decreased 50.8% year on year, leading to a loss before tax of
· All debt, other than standard trade creditors, was repaid in the previous year. Cash held at 31 March 2024 was
Notes to summary financial table:
1 Number of customers represents the number of accounts with a balance greater than zero, exclusive of charged off accounts.
2 Net loan book represents total outstanding loans less provision for impairment excluding deferred broker costs. In the current year the net loan book is zero as treated as remaining loans treated as available for sale assets.
3 (Loss) after tax otherwise known as (loss) and total comprehensive (loss) to equity shareholders of the Group as per the financial statements.
4 Adjusted profit/(loss) after tax excludes items due to their exceptional nature including: write-back of complaints provision, restructuring and onerous contract provisions. None are business-as-usual transactions. Hence, removing these items is deemed to give a view of underlying profit adjusting for non-business-as-usual items within the financial year.
5 Basic adjusted (loss)/earnings per share is a non-IFRS measure and the calculation is shown in note 12 of the financial statements. Adjustments to (loss)/profit are described in footnote 4 above.
6Net unrestricted cash is defined as unrestricted cash and cash equivalents less borrowings and unamortised fees.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014. The person responsible for this announcement is Nicholas Beal, Company Secretary.
Analyst and investor conference call and webcast
Amigo will be hosting a Zoom meeting for shareholders today (Thursday 25th July) at 1.00pm (BST).
The Zoom details are:
Meeting ID: 857 6484 5967
Passcode: 036184
The presentation pack will be available at: https://www.amigoplc.com/investors/results-centre.
Contacts:
Amigo
Kerry Penfold, CEO & CFO
Nick Beal, Company Secretary investors@amigo.me
Lansons amigoloans@lansons.com
Tony LanghamEd Hooper
About Amigo Loans
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. On 23 March 2023 Amigo announced that it has ceased offering new loans, with immediate effect, and would start the orderly solvent wind down of the business. Amigo provided guarantor loans in the UK from 2005 to 2020 and unsecured loans under the RewardRate brand from October 2022 to March 2023, offering access to mid‐cost credit to those who are unable to borrow from traditional lenders due to their credit histories. Amigo's back book of loans is in the process of being run off or sold with all net proceeds due to creditors under a Court approved Scheme of Arrangement. Amigo Loans Ltd and Amigo Management Services Ltd are authorised and regulated in the UK by the Financial Conduct Authority.
Forward looking statements
This report contains certain forward-looking statements. These include statements regarding Amigo Holdings PLC's intentions, beliefs or current expectations and those of our officers, Directors and employees concerning, amongst other things, our financial condition, results of operations, liquidity, prospects, growth, strategies, and the business we operate. These statements and forecasts involve risk, uncertainty, and assumptions because they relate to events and depend upon circumstances that will or may occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. These forward-looking statements are made only as at the date of this announcement. Nothing in this announcement should be construed as a profit forecast. Except as required by law, Amigo Holdings PLC has no obligation to update the forward-looking statements or to correct any inaccuracies therein.
Chair'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
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 Reverse takeover ("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 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
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
Chief Executive's Financial and Non-Financial Review
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.
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 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,
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
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
Revenue
Revenue declined 81.9% to
Impairment
An impairment credit of
At 31 March 2024, the loan book was recognised as a held-for-sale asset valued at
The Scheme provision has decreased from the prior year to
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
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
The income statement charge of
● an underlying increase in our estimate of the cash available to redress claimants (2024:
● 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
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
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
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 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
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
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 |
3.5 |
19.3 |
||||
|
|
Interest payable and funding facility fees |
5 |
- |
(3.6) |
||||
|
|
Interest receivable |
|
6.5 |
1.5 |
||||
|
|
Impairment of amounts receivable from customers |
|
7.2 |
3.4 |
||||
|
|
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 |
(0.1) |
||||
|
(Loss) and total comprehensive (loss) attributable to equity shareholders of the Group1 |
|
(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
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 |
- |
45.7 |
|
Property, plant and equipment |
|
- |
0.3 |
|
Right-of-use lease assets |
19 |
- |
0.1 |
|
Other receivables |
16 |
0.5 |
1.5 |
|
Current tax asset |
|
0.1 |
0.8 |
|
Cash and cash equivalents (restricted)1 |
|
84.5 |
107.2 |
|
Cash and cash equivalents |
|
90.4 |
62.4 |
|
|
|
175.5 |
218.0 |
|
Available for sale assets |
14 |
2.7 |
1.1 |
|
|
|
|
|
|
Total assets |
|
178.2 |
219.1 |
|
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 |
|
0.0 |
12.6 |
|
Equity |
|
|
|
|
Share capital |
20 |
1.2 |
1.2 |
|
Share premium |
|
207.9 |
207.9 |
|
Merger reserve |
|
(295.2) |
(295.2) |
|
Retained earnings |
|
86.1 |
98.7 |
|
Shareholder equity |
|
0.0 |
12.6 |
The accompanying notes form part of these financial statements.
1 Cash and cash equivalents (restricted) of
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
Consolidated statement of changes in equity
for the year ended 31 March 2024
|
|
Share |
Share |
Translation |
Merger |
Retained |
Total |
|
|
capital |
premium |
reserve1 |
reserve2 |
earnings |
equity |
|
|
£m |
£m |
£m |
£m |
£m |
£m |
|
At 1 April 2022 |
1.2 |
207.9 |
0.1 |
(295.2) |
133.9 |
47.9 |
|
Total comprehensive loss |
- |
- |
- |
- |
(34.8) |
(34.8) |
|
Translation reserve |
- |
- |
(0.1) |
- |
- |
(0.1) |
|
Share-based payments |
- |
- |
- |
- |
(0.4) |
(0.4) |
|
At 31 March 2023 |
1.2 |
207.9 |
- |
(295.2) |
98.7 |
12.6 |
|
Total comprehensive loss |
- |
- |
- |
- |
(12.6) |
(12.6) |
|
At 31 March 2024 |
1.2 |
207.9 |
- |
(295.2) |
86.1 |
0.0 |
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.
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 |
13.9 |
28.8 |
|
Restructuring provision |
3.1 |
4.5 |
|
Tax charge/(credit) |
(0.1) |
0.1 |
|
Interest expense |
- |
3.6 |
|
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 |
0.1 |
- |
|
Depreciation of property, plant and equipment |
0.3 |
0.5 |
|
Operating cash flows before movements in working capital |
(13.8) |
(33.4) |
|
Decrease in receivables |
1.0 |
- |
|
(Decrease)/increase in payables |
(2.8) |
0.6 |
|
Complaints cash expense |
(39.6) |
(12.7) |
|
Restructuring cash expense |
(1.9) |
- |
|
Tax refunds/(paid) |
0.8 |
(0.2) |
|
Interest received |
6.5 |
- |
|
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 |
48.1 |
130.6 |
|
Other loan book movements |
6.8 |
(2.1) |
|
Decrease in deferred brokers' costs |
0.3 |
1.9 |
|
Net cash from operating activities |
5.4 |
78.8 |
|
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 |
5.3 |
28.5 |
|
Effects of movement in foreign exchange |
- |
(0.1) |
|
Cash and cash equivalents at beginning of period |
169.6 |
141.2 |
|
Cash and cash equivalents at end of period1 |
174.9 |
169.6 |
The accompanying notes form part of these financial statements.
1 Total cash is inclusive of cash and cash equivalents (restricted) of
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
Amigo Holdings PLC is a public company limited by shares (following IPO on 4 July 2018), listed on the London 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 Kingdom BH2
The principal activity of the Company is to act as a holding company for the Amigo Loans Group of companies. Previously, the principal activity of the Amigo Loans Group was to provide individuals with guarantor loans from
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.
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.
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
• 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:
• 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.
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.
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
As at 31 March 2024, the Group has recognised a complaints provision totalling
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 claimants1 |
|
+/- 10 ppts |
+3.8 |
-3.8 |
|
Future overheads1 |
|
+/- 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)/profit1 |
(0.1) |
- |
(0.1) |
|
|
(Loss)/profit and total comprehensive income attributable to equity shareholders of the Group |
(36.2) |
1.4 |
(34.8) |
|
|
|
31 Mar 23 |
31 Mar 23 |
31 Mar 23 |
|
|
|
£m |
£m |
£m |
|
|
|
UK |
Other |
Total |
|
|
Gross loan book1 |
63.4 |
- |
63.4 |
|
|
Less impairment provision |
(18.0) |
- |
(18.0) |
|
|
Net loan book2 |
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:
|
|
|
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
|
|
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 services1 |
- |
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 provision1 (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
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).
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
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 share1 |
(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.
|
|
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 EPS1 |
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 costs1 - stage 1 |
|
0.2 |
|
Deferred broker costs1 - stage 2 |
|
0.1 |
|
Loan book inclusive of deferred broker costs |
|
63.7 |
|
Provision |
|
(18.0) |
|
Customer loans and receivables |
|
45.7 |
1Deferred 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 time1 |
(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.
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 time1 |
(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 costs1 |
|
|
|
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
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.
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 cost1 |
|
|
|
|
|
|
Amounts receivable from customers2 |
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 assets3 |
Level 1 |
2.7 |
2.7 |
1.1 |
1.1 |
|
|
|
2.7 |
2.7 |
1.1 |
1.1 |
|
Financial liabilities held at amortised cost1 |
|
|
|
|
|
|
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.
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
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 |
||||
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 creditors1 |
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
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
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
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.
|
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
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.
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
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 |
|
|
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 |
|
|
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
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
On 5 April 2024, a first tranche of 23,766,400 new Ordinary Shares were issued raising
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
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
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
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.
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 Ltd1 |
United Kingdom |
Ordinary |
100% |
100% |
Holding company |
|
ALL Scheme Ltd1 |
United Kingdom |
Ordinary |
100% |
100% |
Special purpose vehicle |
|
Indirect holdings |
|
|
|
|
|
|
Amigo Loans Holdings Ltd1 |
United Kingdom |
Ordinary |
100% |
100% |
Holding company |
|
Amigo Loans Ltd1 |
United Kingdom |
Ordinary |
100% |
100% |
Trading company |
|
Amigo Management Services Ltd1 |
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
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
On 5 April 2024, a first tranche of 23,766,400 new Ordinary Shares were issued raising
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
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
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 |
|
(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.
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.
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.
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
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
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.
|
|
Charged to |
Charged from |
Gross balance |
Carrying Value |
|
|
£m |
£m |
£m |
£m |
|
Year to 31 March 2024 |
|
|
|
|
|
Amigo Loans Ltd |
- |
(0.3) |
(66.3) |
(66.3) |
|
Amigo Management Services Ltd |
- |
(0.3) |
(4.7) |
(4.7) |
|
Year to 31 March 2023 |
|
|
|
|
|
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.
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.
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