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WRAP Retail Offer for up to £188,100

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Amigo Holdings PLC is launching a WRAP Retail Offer to raise up to £188,100 through the issuance of new ordinary shares at 0.3 pence per share, representing a discount to the recent closing price. This offer is available to existing UK shareholders and is conditional on shareholder approval at a General Meeting scheduled for December 19, 2025. The proceeds will be used similarly to funds from a previously announced £1.5 million convertible loan note offering. Admission of the new shares to the London Stock Exchange is anticipated on December 24, 2025.

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

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

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

The WRAP Retail Offer is conditional on, inter alia:

  • the passing of the necessary resolution to enable the WRAP Retail Offer Shares to be allotted and issued on a non-pre-emptive basis, to be put to Amigo's shareholders at a General Meeting, which is expected to be held at 1.30pm on Friday 19 December 2025 at Bournemouth Highcliff Marriott Hotel, 105 St Michael's Road, Bournemouth, BH2 5DU; and
  • the WRAP Retail Offer Shares being admitted to listing on the Equity Shares (Commercial Companies) Category of the Official List maintained by the Financial Conduct Authority ("FCA") and to trading on the main market for listed securities of the London Stock Exchange plc ("London Stock Exchange") ("Admission").

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

WRAP Retail Offer

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

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

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

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

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

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

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

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

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

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

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

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

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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