Amigo Holdings Completes Wind-Down, Eyes Mining Sector Reverse Takeover with £1.5m Capital Raise

Amigo closes the book on lending and completes Scheme: here’s what changed

Amigo Holdings has formally completed the wind-down of its lending operations and the court-approved Scheme of Arrangement, with all operating subsidiaries now in members’ voluntary (solvent) liquidation. The FCA permissions have been handed back, the loan book has been sold or written off, and the workforce has been reduced to zero through planned redundancies.

A Scheme of Arrangement is a court-supervised process used to settle liabilities with creditors. Amigo entered the Scheme’s “Fallback” stage in March 2023 after failing to raise new equity, which triggered an orderly wind-down and ultimately the liquidation of subsidiaries. What remains is a listed holding company with limited cash, minimal liabilities, and a hunt for a reverse takeover (RTO) to salvage shareholder value.

Scheme outcomes: creditors got more than forecast

• Initial Scheme Payment of 12.5p in the pound in May 2024 returned £73.8 million to Scheme creditors.
• Additional Scheme Payment of 6.01p in the pound in March 2025 returned a further £34.4 million.
• Total cash returned through Scheme payments: £108.2 million, comfortably above the £95 million expected at court approval.
• Some creditors forfeited payments by not supplying bank details despite extensive tracing efforts; a further distribution was ruled uneconomic given admin costs.
• As at completion on 17 September 2025, Amigo had met its obligations as far as possible, and there is no remaining liability to Scheme creditors.

Financials: a “profit” driven by accounting, not trading

These are company-only numbers for the 18 months to 30 September 2025, prepared on a basis other than going concern (because the business is being wound down). There is no trading business left, so the familiar metrics like revenue or loan book no longer apply. The headline profit is entirely technical.

Metric	18 months to 30 Sep 2025
Profit/(loss) before tax	£70.8 million
Driver of profit	£71.3 million intercompany balances waived
Administrative and other operating expenses	£0.5 million
Cash and cash equivalents (period end)	£0.7 million
Other payables	£0.8 million
Net liabilities	£0.1 million
Basic EPS	12.5p
Adjusted loss per share	(0.1)p
Shares in issue at 30 Sep 2025	570,352,960

Translation: the £70.8 million profit reflects a £71.3 million accounting gain from intercompany debt waivers, not an operating turnaround. Cash is the metric that matters now.

Cash runway and structure post-liquidation

Before subsidiaries entered liquidation on 29 September 2025, they transferred approximately £740,000 to the PLC. Amigo has indemnified the liquidators for winding-up costs, expected to be about £290,000. That leaves roughly £460,000 (including £10,000 of residual cash) to fund minimal PLC overheads and the search for an RTO.

Members’ voluntary liquidation (MVL) means the subsidiaries are solvent and being wound up in an orderly way. With those liquidations underway, Amigo now exists as a listed cash shell – a company with no operations and limited cash, looking to acquire a new business via a reverse takeover. If no RTO happens, the Board warns shareholders are unlikely to see any value once the cash runs out and the PLC is liquidated.

Strategic pivot: mining sector RTO and a £1.5 million risk-capital raise

Post-period, Amigo appointed Craig Ransley as a Board consultant to source a mining-sector RTO. Under his agreement, a £200,000 fee was paid and used to subscribe for 57,035,200 new shares at 0.3507p per share.

Crucially, investors have irrevocably agreed (subject to shareholder approval) to subscribe for up to £1.5 million of unlisted convertible loan notes at a 0.3p conversion price, equating to up to 500,000,000 new shares. The loan notes are mandatorily convertible by Amigo in two steps:

• First tranche – up to £1,125,000 converts into a maximum of 375,000,000 shares on 19 January 2026.
• Second tranche – 125,000,000 shares convert upon publication of a prospectus (likely tied to any RTO), or as otherwise permitted later under the Prospectus Rules.

Existing shareholders may also participate via the Winterflood Retail Access Platform to raise up to £188,100 at the same price, again subject to shareholder approval. A General Meeting to vote on these proposals is set for 19 December 2025.

Dilution maths you should have on your pad

• Shares in issue at 30 September 2025: 570,352,960.
• Fee Shares subscribed post-period: 57,035,200.
• Convertible loan notes: up to 500,000,000 shares at 0.3p, in two tranches.
• If fully converted, total share count could exceed 1.1 billion. That is significant dilution, though the aim is to bring in a new business and capital.

Why this matters for shareholders

In plain English, Amigo is now a high-risk “cash shell” play. The operating past has been boxed off; the future hinges on executing a quality mining RTO and securing funding on acceptable terms.

• Positives:
  • Scheme completed with £108.2 million returned to creditors, above plan.
  • Subsidiaries placed into solvent liquidation; no residual Scheme liabilities.
  • Cost base slashed; PLC preserved with around £460,000 to pursue an RTO.
  • £1.5 million of risk capital lined up (subject to shareholder approval), plus a retail offer up to £188,100.
• Negatives:
  • Accounts prepared on a non-going-concern basis – this is a finite cash runway.
  • If no RTO materialises, the PLC will likely delist and liquidate with no value for shareholders.
  • Material dilution is likely if the loan notes convert in full and an RTO proceeds.
  • Execution risk: finding a credible mining asset, publishing a prospectus, and completing a reverse takeover.

Key dates and practical watchpoints

• 17 September 2025 – Scheme declared complete by PwC.
• 29 September 2025 – Subsidiaries enter members’ voluntary liquidation.
• 27 October 2025 – Appointment of Board consultant for mining RTO; £200,000 fee subscribed into 57,035,200 shares at 0.3507p.
• 14 November 2025 – Up to £1.5 million of convertible loan notes agreed, subject to shareholder approval.
• 26 November 2025 – Retail participation announced (up to £188,100) and GM notice.
• 19 December 2025 – General Meeting to approve the capital proposals.
• 19 January 2026 – First tranche conversion date for up to 375,000,000 shares, if approved.

My take: a fresh chapter, but make no mistake – this is binary

Amigo has executed a responsible wind-down and delivered more to creditors than expected. That’s an achievement. For equity holders, the story resets: this is now a speculative RTO vehicle with thin cash, a proposed £1.5 million injection, and a tilt at the mining sector.

If the Board lands a credible RTO and capital stack, today’s dilution could still be worth it. If not, the company has been clear – the likely endgame is delisting and liquidation with no residual value. Eyes on the 19 December vote, the identification of a target, and the publication of a prospectus. High risk, all about execution.