Amigo Resources PLC (AMGO) Earnings Call Transcript & Summary

Good afternoon, everyone. Thank you for joining us today. I'm Danny Malone, Amigo's Chief Executive. With me today in the room is our Chair, Jonathan Roe; the CFO, Kerry Penfold; our General Counsel and Chief Restructuring Officer, Nick Beal; and our Investor Relations Director, Kate Patrick. Joining us on the call are nonexecutive Directors, Maria Darby Walker, Michael Bartholomeusz and Jerry Loy. You will have seen that yesterday morning, we announced that the Board has taken a very difficult decision to switch our scheme of arrangement to the Fallback Solution and to wind down the business. This afternoon, I'd like to explain to you how we got to this position and why we have had to take this action. However, I want to start by saying this is a very sad day for all our shareholders, for our people who have worked extremely hard to serve our customers in rebuilding new Amigo and our wider stakeholders, including creditors who will now receive less redress. As a Board and senior team, we want to emphasize that we have left no stone unturned in trying to find a solution. We recognize that our shareholders will have lost significant sums of money, and we are extremely disappointed and regretful that we have not been able to find a road through to deliver a better outcome for each of you on the call. We really have thought as hard as possible, but every step of the way. I'm sorry that we can't deliver better news. The Board has always been very clear that the preferred solution of our scheme, where Amigo rebuilds a new, more responsible mid-cost lending offer would be in the best interest of not only our shareholders, but also scheme creditors, employees and wider stakeholders. That is why following the announcement on 10 March that we had not been able to secure sufficient levels of investor interest to cover the GBP 45 million of equity capital required, the Board explored whether a potential new scheme to eliminate the GBP 50 million capital commitment and scheme creditors was likely to succeed. Whilst internal work on this possibility had been under consideration for the last 2 months as part of scenario planning, we had clear instruction from the FCA that engaging external advisers on the viability of a new scheme must not be considered until we were certain that the existing scheme and the GBP 45 million capital raise could not be completed successfully. Unfortunately, having taken extensive advice from our advisers, the Board has concluded that successfully executing a new scheme followed by a lower capital raise is highly unlikely. And the significant associated costs would therefore cause avoidable detriment to our scheme creditors in the event the new scheme and capital raise are unsuccessful. As a result, we have had to take the very difficult decision to switch the scheme from the preferred to the Fallback Solution. In reaching this decision, the Board considered a number of factors, including that, a new scheme would need to secure creditor approval, High Court sanction and would need the FCA to not object all within a very tight timetable. Implementing a new scheme will be costly, and if not successful, would negatively impact the amount of money creditors would receive. And we would need to be confident that the capital, albeit at a lower required quantum, could be raised against what continues to be a very challenging market backdrop with poor sentiment around the sector. We also have to consider as part of this that the indications of interest for GBP 11 million of equity, which we've received to date, were indications only and not firm commitments. The level of this indicative interest has substantially not changed since January. Since October 2022, we have spoken to approximately 200 potential investors in the process to raise capital. This has been done against an increasingly challenging economic backdrop in the U.K., which has negatively impacted capital markets and the outlook for consumer credit. The main concerns we have heard from investors include the current affordability challenges for U.K. households, particularly in our sector of the market, the history of regulatory -- sorry, regulatory interventions in the nonstandard credit market and the proposed implementation of a consumer duty of care, the ability to write the loan volumes in the business plan given the market backdrop, and the impact of having to make significant upfront payment of scheme creditors as part of the capital raise. Conversion rates under our reward rate pilot lending scheme have improved as we have progressed through the pilot and changes made to the affordability assessment processes at the beginning of the year have improved loan conversion. However, the business model is not yet proven and although there is strong potential demand, current affordability challenges for U.K. households means most customer applications have to be rejected. The Fallback Solution means that our trading subsidiary, Amigo Loans Limited, stopped lending yesterday and has been placed into an orderly wind down. All surplus assets after the wind down will be transferred to the scheme creditors and in due course, Amigo Loans Limited will be liquidated. We also announced yesterday that as we transition into the Fallback Solution, the size of the Board will be reduced. We will provide more details on this in due course. The current Board came into Amigo because we believe passionately that there is a need in the market for a regulated mid-cost lender that meets the demand to financially exclude people who deserve access to regulated credit. We have faced significant challenges over a number of years and seeking a solution in the best interest of all of our stakeholders and have had to make a series of difficult decisions. As you know, without a scheme, shareholders would receive no value for their shares and we have had to consider multiple stakeholder interests from the beginning. In 2021, Amigo presented its first scheme to the High Court to prevent the situation where Amigo was insolvent due to the significant number of complaints it had received. The first scheme was rejected by the High Court as it was deemed too favorable to shareholders. Amigo returned with the second scheme to address concerns over the fairness of the financial offer to scheme creditors successfully achieving both creditor and core backing. Clearly, the economic and market environment has moved against us considerably since we formulated our scheme in late 2021 and early 2022 and it sanctioned last May. This has severely impacted both our ability to raise capital and the affordability of loans for our potential customers. Whilst removing the GBP 50 million upfront payment to the scheme would take away 1 barrier and reduce the capital required, as I've mentioned, there are multiple considerations and risks which have led us to conclude that successfully executing a completely new scheme followed by a lower capital raise would remain highly unlikely. As I said at the beginning, we understand this is extremely difficult news for our shareholders that have supported us through what has been an extremely challenging period. But after [ thorough ] and careful consideration of all further options available to us, we do not believe there is another viable [ way ] forward. Thank you for listening. And I'll now hand over to Kate to open the questions.

Thank you, Danny. We will open the call to questions in a moment. Before we do, we've received a number of questions via e-mail, which we'd like to address first. The first question is around Directors' duty to shareholders. Danny, it says, this is unfair to shareholders, why are you preferring creditors?

I think we have to go back 3 years to when the company through no fault of the shareholders was valued at close to GBP 1.5 billion on the stock market, but claims started coming in for irresponsible lending, and there are many opinions on whether those claims are valid or not. Some believe they were, some believe they weren't, some blamed the FCA false management, the claims farmers. I'm sure there's a piece of all of the above in it. But at the end of the day, the claims were such that the company was insolvent. At that point in time, the company belonged to creditors effectively. The only way of preserving anything for shareholders was to get a scheme of arrangement done. The company made 2 attempts at that. And with hindsight, we can pick and choose and say that we shouldn't have done this and we shouldn't have done that. But those schemes were made with the best of intentions based on the information available at that point in time. The first scheme, where the Board of Directors was found to be acting too strongly in shareholders' interest. But at the time, shareholders were delighted and the advisers were saying it should go through. It was only the last minute intervention from the FCA and objecting to it. And again, the advisers said the court will ignore the FCA because the creditors have already approved it. No one has ever overturned a creditor vote and the court credit new precedents by listening to the FCA and overturning the creditor vote. And again, at that point in time, the company is technically insolvent. So the Board and management did everything it could to get a second scheme through. That second scheme had failed, there wasn't a third option. The business would have gone into wind down at that point in time and everything would have gone to creditors and shareholders would have had nothing. So the Board had to make sure that there was sufficient in there for creditors to vote for, for the FCA not to object to and for the court to support to get that scheme through. At that point in time, believing that someone would pay GBP 15 million effectively for the intellectual property in the business and the assets and the working capital within the business, it was viable. But unfortunately, the market has changed. In the last 12, 18 months, we have entered into a cost living crisis. So customers are much more difficult to lend to affordability. When we're doing affordability assessments, the people who need it most. Unfortunately, the way the rules are structured, when someone desperately needs money, you can't provide it to them. Those are the rules. They must be able to establish affordability. So it's got to be a structured requirement. They wanted for debt consolidation. They wanted for a new car. They can't just be because I need money. And that makes it much more difficult to lend. On top of which, we have to actually build inflation into their affordability assessment to make sure they can still afford it over the next 12 months and that inflation is running about 10% currently. So those affordability assessments are the reasons why we have struggled to get the conversion rate up. I'm sure in time that would have turned and improved. But that is why it has been difficult. In the meantime, getting the -- getting the capital raise across the line became increasingly difficult. The investment just wasn't there. As I said, we went up to 200 potential investors. We exhausted the list of both of our initial professional advisers. We then went public through an RNS in January and said we're struggling to raise the money. If anybody else is interested, please come forward. And actually, the 2 expressions of interest that we did get came off the back of that RNS. We also engaged additional advisers to say, do you have additional lists of people that we can talk to it? And we actually talked to about another, I think, about 50 people on the back of the secondary professional advisers. And it was only when they were totally exhausted that we got to the point where it became impossible to raise the GBP 45 million. And when you're talking to 200 different professional investors who are consistently telling you this sector is uninvestable at the moment, 18 months ago, it might have worked -- in 18 months' time, it might work. But right now, the returns aren't there. They're worried about conversion rates. They're worried about the consumer duty and what's happened to Amigo and others in the market recent -- in recent years happening again and their investment being completely wiped out.

Thank you, Danny. The next question I had on the business plan. Did you have a viable business?

We believe the business plan would have been viable, but it was a very early stage, so it was unproven. The lending market, as I said, is especially tough currently because of the cost of living crisis. But the expectation is that it would ease in time. The issue that we faced is that we initially went to the market and said, we might need GBP 70 million in equity. We took account of the fact that we didn't have any institutional investors to rely on to underwrite a rights issue. And we tried to reduce the equity ask, and we leveraged up the debt within the business plan. When you're lending money, you need money. And the debt can only provide so much of that. And you need equity to provide a buffer against the debt. Otherwise, the debt provider is wouldn't [ lend it ]. You also need the equity for what's commonly called the J curve, the operating losses of the company in the first couple of years before it breaks even because, obviously, your revenue start from 0 and growth. So we tried to minimize the equity ask then we went further. The -- you had GBP 10 million exchangeable offer that we got was effectively more leverage. It was taken the advance rate on the receivables up to pretty much 100%. So it was already a very risky business plan, but possible. And we tried to pursue it, but it would have been risky for you guys as well as investors because there was so little equity cushion in there if something -- and we can see in the market, things happen. Countries get invaded and prices change. So to believe that nothing would happen in the next 2 or 3 years until we're profitable again, and therefore, not have to come back for more equity and people getting diluted. If there was risk in that as well, but that was the business plan that we would have put together, how do we got across the line.

Thank you. And third question, why couldn't a new scheme succeed?

We took council's opinion on the viability of a new scheme. And they basically said that our duties, as I already said, in terms of the balance between shareholders and creditors. Our duties were as soon as we did not expect the scheme -- sorry, the capital raise and the 19:1 dilution to succeed, we had a duty to go in to fallback immediately. At the end of the day, this was a creditor's company, but without the scheme. Those rights were transferred to shareholders only on the basis the conditions were fulfilled. And if we couldn't fulfill the condition, it was transferred back to creditors. I mean that's the economic reality of it. The advice from council also said that we were out of time. He said there's no way a Judge would approve a consumer scheme in the timelines that we were proposing by quite a long way. He also said further than that, even if you could get over the time question, a Judge would reject this on fairness. The upside to creditors was not enough considering the risks to creditors. So a Judge would view this as gambling creditor's money on behalf of shareholders. That is the legal view that would be taken. So therefore, the opinion -- council's opinion is often sitting on the fence. This was very much not sitting on the fence. It was very strong, which said, we had no choice.

Okay. And why didn't you ask the FCA for an extension to the timeline?

It's not down to the FCA to extent the timeline. It's the court's. And the only way to change the timeline of something that's been agreed with court is to go through another scheme, which, as we've just said, wasn't possible.

Thank you. And please, can you provide a list of the 200 institutional investors you approached for potential funding?

We won't be providing that list. That's a confidential list of names of people who are approached [indiscernible] assured that we employed professional advisers, as Danny has already said, with extensive knowledge of the market, and that included all sectors of the potential market and private equity investors, high-net worth individuals. So in that list of 200 people, we really did ensure that we have the market fully covered.

Thank you. Can you give us exact figures for loans granted since October 2022 applications and approvals?

I can give you the figures that we have today. On the loan book today to reward rates, that loan book is currently GBP 2.5 million, which is under 500 customers, and specifically during the last 4 months of February, we received over 10,000 applications, of which we approved just over 200, granting GBP 1.1 million.

Thank you. Was wind down the plan to the start, and this comes also with a comment on the Board's salaries?

I'll take the wind down question. Absolutely not. This was our last resort. I joined the company on the basis of building a business, I didn't come here to wind down a business. So this was absolutely gutted for me personally as well as all of the people who have lost out as a result. I have to tell 190 members of staff yesterday that they were being made redundant [indiscernible] that is not an easy thing to do. So this is absolutely not what we wanted to do.

It's Jon here. Let me pick up on the salaries. The salaries were set because we had to attract the best people we could into what was a very difficult situation. If we try to do it on the cheap, that wouldn't have worked. I would like to just [ spell ] some of myths out there. Danny's salary is 40% below its predecessor and Kerry's salary is 37% below her predecessor, which was Danny. In addition, as a nonexecutive Board, I have agreed to a 50% reduction in my salary and the other nonexecutives agreed to a 30% reduction. Those, I would say, are -- would have been staging post so [indiscernible] amounts of money if we have succeeded in [indiscernible] RewardRate completely off the ground. But that is what we've done. We would be very conscious of the RewardRate would have been quite a small business.

Thank you. With the Q3 update in February, there were reasonable expectations that the conditions of the preferred scheme could be met. What has significantly changed since then?

This was, I think it was an organic concern assessment. And that going concern assessment did figure perhaps material uncertainty that existed as a result of the required capital raise and disclose that in view of the other Directors, there were reasonable expectations of success, but also that the risk that insufficient investment could be sourced had increased significantly. And we've always tried to be clear in these statements and making consistent with the statements we have made in our RNS' to the market. And as disclosed in our announcement on the 10 March so close to Q3 discussions with investors to provide the full capital concluded and Danny has described some of the difficulties there.

Thank you. Is engagement with the FCA ongoing or is the matter now close with the business moving into fallback?

Engagement is ongoing. We still have 2 regulated entities to manage and a scheme to manage. So and the business is in wind down within there. So engagement is ongoing on those matters.

If we get bought out, would we get something back to shareholders? And linked to this, could another Amigo legal entity fair part and take RewardRate over?

So to be clear, the obligation to enter fallback does fall on Amigo Loans Limited, that is the only revenue generating entity in the corporate group. There'll be a number of difficulties in establishing another regulated entity in terms of licensing in terms of commissions, not least in terms of raising the required capital. And again, we've already spoken about some of the difficulties in the market that we have faced in the capital raise.

Yes. It's probably worth also pointing out that in our sort of corporate -- within our corporate structure, the PLC owes, I think, approximately GBP 65 million to Amigo Loans Limited. So any new money that just comes in at the PLC level would immediately get drawn down to creditors. So if someone does come in with a substantial amount of money to build a business and wants to do a deal with the creditors to the scheme supervisor and buyout the assets and the goodwill, they're welcome to try now, but that is the way that it would have to happen, but they would still have to have the capital to actually support the underlying business afterwards.

Thank you. That's all the questions we've received ahead of the call. We'd now like to open the call for further questions. Now there are a lots of people signed in. [Operator Instructions] Also note that we remain limited in certain confidential matters and cannot discuss individual personal circumstances. So please do use to Zoom function to raise your hand, and we will unmute your line.

I'm still unclear. I appreciate some further information on the fact that because the business is so much smaller now, why will you to raise that GBP 30 million plus the GBP 15 million. I mean, if we do insolvent early in the borrowing, I mean, I know it's harsh to say, but going to be better off if parts not laid off costs significantly reduced and keep -- at least the business keeps going and instead of needing the GBP 30 million, perhaps that might have been halved and then it could have been achieved. Is there no scope to do that?

Yes, I appreciate that, Philip. And I'd say we did look at some call options, including streamlining the business when we created the business plan. There are unfortunately, a large number of costs that come purely as being regulated in terms of the functions that we need to maintain. And of course, also to maintain as a listed entity that comes with a significant element of cost and in any lending business, it's something that there is a J curve. We don't start giving our revenues in until later. Unfortunately, that aspect of lending is that you incur a lot of your costs upfront. We certainly did look at scaling back the business to a size that could be met within the capital raise parameters that we have in front of us. But unfortunately, we just didn't see a way through that.

And can I -- let's go to please.

Danny, just in relation to a potential new scheme, you sought counsel from your advisers and they said that because of the time factors and everything, it's unlikely to succeed. I mean if we were to go back to the scheme 1 where the creditors voted highly in favor, even though the FCA stepped in and said it wasn't fair, I understand that entirely. We're looking at a completely different economic environment where it just wasn't viable to raise the GBP 15 million and contribute it towards a new scheme. However, I do feel that some money should be offered in comparison if we were to source a new scheme. I don't understand in terms of the risk against -- in terms of a percentage against the GBP 97 million that has been put towards redress creditors that we couldn't have found some way to make that work. And the timelines as well, we've had 12 months to get the implementation of the new business scheme together. Why is it so late that we find ourselves where we are now and that we don't have enough time to pursue a new scheme?

I'll try and answer all of that, but if I miss any of it someone please chip in. In terms of the timelines, we were up until January, we believed that we could raise the full GBP 45 million from the people that we were talking to. When that changed, other people came in, and they were proper investors with material amounts of money behind them. And we have reasons to believe them serious in their interest until the point in time where they said it wasn't for them at this -- today. We had explicit instruction from the FCA that we were not to consider a third scheme and not to spend money on a new scheme until all possibilities. I think the words they use were scheme 2 have been pursued to its utmost point. The view they took was, if you went back to the market that anybody who felt that they could get it for GBP 15 million less would automatically default to that and therefore, scheme 2 would automatically fall by the wayside and that would disadvantage creditors. And they -- that was outside the spirit of the scheme itself and they wouldn't support it. So we have explicit instruction from them that we were not ought to do that. In terms of the actual scheme itself. Unfortunately, it's not a case of just going to court and appealing for them to say this is only not a big change, we would like to change. The only way of doing it is by going through a whole new scheme: getting the documentation drafted up, going out to the creditors and getting them to vote on it. And counsel was quite clear that, that would take a lot longer than we have left. Getting the FCA to not object to it. And the FCA have made clear there feelings that they shared what counsel eventually did tell us that they didn't think it was fair to creditors. I think obviously, from a shareholder perspective, you're looking at it from why didn't you protect this? I think we've got to bear in mind the points that I made earlier. The company was insolvent, this scheme was a way of giving something back to shareholders from the creditors because at that point in time, they owned it. And if we cannot fulfill the conditions that the creditors agreed to, then it goes back to them. That's effectively the way the process works. So unfortunately, the way it had to work, with hindsight, it just couldn't. The GBP 15 million, today, it looks obvious. But at the time, it didn't. At the time it was feasible. And some of the people that we talked to earlier in the process, they didn't like -- nobody liked the GBP 15 million, but they were prepared to invest. The reason they chose not to invest is for other reasons. For most people, it was about the sector. They just view the sector as uninvestable at the moment, way too high risk, they got better options.

Thank you. Daniel please. Daniel go ahead.

Firstly, I can't see anybody today. Is there a reason why I can't see people on the Zoom call?

We don't generally put cameras on when we do...

I'd love to see your faces when you answer my questions. So I don't know, are you all in Bournemouth or are you scattered at home?

So we don't normally do this from the office with the camera on, Daniel.

I would have thought on your last possible AGM call and the behavior of the Board this week, you would have shown your faces, but hey, let's go for it. And I'm not sticking to 1 question, okay? And I'm pretty sure other people would like to hear what I say, and they'll put the hands down just at the moment to give me more time, okay? Because I have a whole raft of questions, okay? I'm under no NDA right now. Your lawyers have told me, my NDA doesn't exist.

I understand. We will stick to 1 question because we have people who have got their hands up.

Then I will tell a story to everybody that's listening. I am 1 of the main investors, okay? I offered GBP 5 million to Amigo Loans and I also owned in excess of 3 million shares that went down to a value obviously of nothing. And I told the Board certain things that I wanted. It was me that came up with the GBP 15 million idea in January. They didn't discuss it. They decided to come up with their own plan and they went to the FCA with their own plan and not the reduction of the GBP 15 million in cash. That is what has delayed things, okay? They -- Danny has just spoken more than he ever asked on, which is great of him. But let's talk about other things. You've just said you spoke to 200-odd investors. And you said none of them were really interested, different things that markets changed and so on. You never let those shareholders know that none of the investors were actually interested because of market conditions, the risk element you just said, you're still working on it, okay? You have got interest. Turns out, you didn't. Is it? That's the truth. You have 1 company out of the 200 that was interested and pulled out, okay? You didn't put an announcement out in January, like you said, Danny, and then 2 white nights came along and offered you a bit of money. I was one of the shareholders that offered you money. And what was one of the conditions Danny, I asked you for? Why will you not take a pay cut? And what was the answer, right? What was the answer? You've taken a pay cut on your predecessor. Is it not true that the GBP 45 million that you're trying to raise is because Gary and you as CFO, signed a GBP 6 million contract for a new IT system? And that's what makes up a big proportion of the GBP 45 million that you can't get out of. Is it not also true that the Board did not take...

It's useful to take some of those questions now.

In terms of the new business plan going forward, all of the executive committee had agreed to take a pay cut, including me within that new business plan and align our interest with shareholders so that we would have a upside in the event of building a successful business. That's all of the executive committee, including me, had agreed to take substantial pay cuts over and above the fact that I was being paid substantially less than my predecessor already. In terms of what your discussions were, I can't talk about stuff that was under an NDA, which I believe you are still held to. But -- what were the other questions, it was quite a few...

So -- yes, I did note 1 point that Daniel made, I just wanted to correct, that it was there of the new scheme came bought in January, and that echoes [indiscernible] comment from previously, the management has been the key contingencies for a number of months. In fact, we first started discussing this with the FCA in November. We looked at a number of options in relation to this scheme, and I wouldn't want anyone on this call to think that this is an 11th hour consideration the management considered all contingencies.

Thank you. Right. Should we go to for a question.

Yes. I have a question about shares. What will happen with the shares and if you ever consider about being joined to another company or bought by another company in order to let the shares grow again?

The shares are continuing to trade in the market because we don't fit within any of the exemptions, which would permit us to apply for a suspension. Absent something that we haven't even -- hasn't become available or [indiscernible] the shares will eventually be delisted and will have no value because the business has run off and will be put into administration. If somebody was to come over the horizon and make a bid for the company, we have no evidence that that's going to happen, then that would be put in front of you, but we are a mile away from that. It will be completely wrong to hold out any hope for that eventuality.

Thank you. Let's go to Mark.

Hello, can you hear me?

Yes. Go ahead.

Yes. So I think just a quick point. You mentioned, obviously, you discussed with advisers about a new scheme. You've got all the informative that this isn't going to happen and this is a no-go. But then at the same time, you also have the same advisers tell you that scheme 1 would pass. So surely, the judge took a different opinion there, set a precedent, surely given you mentioned all the stuff in the market, the war, you've referenced various points. Surely, if ever there was a precedent to be set, it would be given the changes in the last 12 months. And I'm pretty sure the FCA, the Board, I should say, I was on the call, I'm pretty sure if a deal could be sought for creditors that they would all support it and the precedent. It seems ridiculous that you wouldn't consider it or go for it given that it's out of the hands of no one, but it's just happened due to the market. So that's my first question. The second one would obviously be about the business moving into members voluntary liquidation going forward or if we're looking at administration? And then just, if any, solvency practitioners going to be presenting the business to -- for sale or anything? I think Jonathan just commented on that. So that's the 2 questions. I think the business, you just spent so much on our lending platform, surely, there's some value in that when it comes to potentially being sold. Just some questions and thoughts be welcome.

In terms of your second question first in terms of the business side of it, hopefully, there is some value there but it needs to find someone who's going to want to invest in a new consumer lending platform at the moment. And irrespective of how they do that, they are still going to need a substantial amount of capital to do so. It's not going through any insolvency process. It's a solvent wind down with any residual left than going to creditors. If someone did come in and offer to buy it, I'm sure that the scheme supervisor would consider that anything that provided additional benefit to creditors as a result. In terms of the first question in relation to the scheme, unfortunately, it's not as simple as that. The scheme is a legal contract between effectively the court and us, the creditors, whereby they give us license to -- they're getting 20p in the [ pound ] 17p in the [ pound ]. So the value to the company of that scheme, albeit it's very little left in the company. But there would have been GBP 500 million worth of liability to those scheme creditors without the scheme. So the scheme in a way was good value. So unfortunately, there is no way of doing that scheme in our current circumstances. The -- it wasn't our financial advisers or legal advisers. We went and got King's Council on this. And they were as I said, a lot more explicit than they normally are on these things. They pretty much said you've got no hope.

Okay. Let's go to please Mary.

So it seems -- Daniel seems to have been provided a lot more information that a majority of the shareholders currently. So if that -- if it's possible, I would like to pass my questions to him to ask 1 more question.

I try to go around the other people who haven't had a chance yet, can we go to Mark, please.

Yes, the sellable [indiscernible] in the room. And to be honest, we'd like to listen to what Daniel's got a say, he's just been on the call before because he seems to know -- yes, he's got a lot more. We could do with listening to what he wants to say, really. We're all shareholders, and we've all lost a lot of money, and he's got a lot of good points [indiscernible]. So I'd like to pass my question on to him really.

Okay. We'll let Daniel have a question, but please Daniel, please respect the situation.

I think I am respecting the situation the fact that you've all got a job and the shareholders have lost money. So I think to everybody. And on behalf of all the shareholders, I think we've been quite patient with the Board. I've got a lot of questions, okay? You know I have. So please don't keep muting me, okay? You've earned a lot of money out of our shareholders. So you should answer every question I've got, okay? My first question is to Danny. Now we're in fallback scheme, what is your pay moving forward? Because do you deserve you've offered what, 30%? So you're now on GBP 335,000. Do you think a CEO of a company going into liquidation, wind down, whatever you want to call it, should be on GBP 335,000? So if the lady is on from the website or whatever, take him for everything he's got because that money is to creditors now, right? So Danny, what are you going to offer the creditors for your salary? Because when I was investing GBP 5 million, you wouldn't give me anything.

That's not true.

You wouldn't give any guarantees, what you were giving.

That is not true. Stop, stop, stop. I offered several direct calls with you, which you declined. You would only talk through Peel Hunt and Peel Hunt did communicate to you the reduction in salary that the Board and the executive team...

They told me what Jonathan would give, right?

No, they told me that they told you what we were prepared to cut our salaries so in that new scheme. So...

Yes, my argument -- Danny, this has been my argument since the last call, and it's been my argument since January, okay? It was part of the last call. It shouldn't be up towards shareholders. And Maria, you're on the call as well from an ethical point of view, it shouldn't be up to us shareholders to tell you what you should be doing ethically on your wage. Please stop bringing up the past of the guy that signed SOA 2, right? Because it's nonsense, it's pathetic. It was a different position, as you keep saying, you've took a pay cut from what he was on. I don't care, right? What I care about was, you knew in December, you've been dealing with 200-odd people, which you said and only 1 of them really was in conversation with you, right? But you knew that with the likeliness of this business succeeding on SOA 2 was very slim. Yet you didn't say at the time we're struggling creditors. We're struggling shareholders. We ethically as a Board should not be taken these salaries. In fact, what we'll do, we'll get in bed with the shareholders. We'll take the pay cut and we'll take shares depending on what happens in 12 months. It shouldn't have me to come to you with that. You should have done that. So I don't even need an answer to that. It's not even a question. That's a statement, okay? Ethically. And anybody that employs you after this, should actually be looking that as well because ethically, it's bloody incorrect, right? First one, that's meaning for everybody on the board. Jonathan, you did offer 50%. Good on you, right? The rest of it was what does Daniel want, right? Then let's talk about this IT system, right? Because you've never explained to anybody why you needed GBP 45 million, have you? None one of the Board as ever mentioned it. So let's go into this, right? Let's crunch the numbers for these shareholders. [indiscernible] wiped out. And to anybody that thinks there's anything left at this company are you going to get bought out, forget it because I was the investor, right? No one else, okay? There is no Amigo. It's gone, right? No one is going to buy it. Nobody wants to invest in it, okay? So your shares [indiscernible]. So let's go back to this GBP 45 million, right? Where -- what did you need GBP 45 million for? The fact that I told you several months ago via Peel Hunt, you should be getting rid of 50% a minimum of your workforce now because the scheme 2 should not even have 200-odd employees. And what did you do? You made like 15 redundancies or 30 redundancies. All of this nonsense. On this call, you've said you've done what was it, I wrote the bloody thing down and then I was like -- you've only done in up to March originations of GBP 1.1 million or something you came out with. You've told us on every RNS and every call, you've been doing over GBP 1 million a month.

Okay. We'll answer the question. As we just said, the current balances are GBP 2.5 million. And in February, we were up GBP 1.1 million, which is in line with what we said in the RNS. In terms of the business plan going forward, as we have previously explained to the market and specifically to anyone under NDA, like what the business plan looked like, the first GBP 15 million of the GBP 45 million was going into the scheme. The remaining GBP 30 million, GBP 12 million of that was to support the receivables. This is a lending business. The debt will not lend up to 100% of all receivables. We received some additional leverage debt offers that took most of that GBP 12 million off the table. The remaining GBP [ 80 ] million was to build up the business for the first couple of years until it got to the point of breakeven. All of the expenses had to be paid, revenue started 0 and built from there. In terms of the existing staff, the business plan going forward did have and always had substantial reductions in it. But this business in the short-term still has a legacy book to collect under the creditors part and the turnover provision on the scheme and still has a scheme to administer and a lot of the current people are working on those 2 pieces. And this scheme is paying for those, not the new investors. That was made clear to you as part of the NDA as it was made clear to every investor, every potential investor.

Thank you. Let's go to Chris, please.

Well, that was insightful. Yes, I mean, just taking on Daniel's points there, we were still an investor back in October after the FCA agreed to relend, which was not clear RNS if I remember rightly, it was under a pilot scheme. I feel we did have enough time. We had discussions with you. When I say we, I'm part of the RewardRate shareholders group with -- well, we did hold about 10% as of recently. And we were in discussions there to -- in January asking about a potential scheme because it's seen from the RNSs that we've had that things weren't going very well. And I think maybe in January, we could have had enough time to potentially look at a scheme. We was aware that the costs were in the region of about -- nothing has been clarified, but maybe a maximum of GBP 3 million. I mean we've already got all of the administrative paperwork from the original scheme. So I don't think it would have been too difficult at that time. Now to say that we're -- we have run out of time. We did raise this question a number of times, especially it was mainly Nick that had most clarification on a potential new scheme at that point. I mean I do believe that the creditors should benefit by way of not -- in addition to the GBP 97 million that is currently committed to them. And I feel that we could have acted earlier and put something in place that is more than likely that the creditors would be in favor of. I just can't believe we are where we are. We've had multiple discussions with you. It's a tough pill to swallow, to be honest, and I feel my heart goes out to all investors. And it just seems that we've run the clock down.

I understand that, Chris. And you've been really supportive of the company since day 1. So we genuinely did not want this to happen. This is not anything to do with as I said earlier, this is not going to do with investors doing anything wrong. You guys have all lost out, and we are really, really sorry for that. We approached the FCA back as far as November about the potential to do a new scheme. And they made it clear that at that time, that now was not the time in their view to be considering it. We went back to them in January. Their opinion heartened in terms of -- to the point of they actually wouldn't let us spend money investing -- sorry, investigating a new scheme, getting the council's opinion on whether it is possible until the second scheme, the words were pursuant to the utmost. So we have discussions about what that potential new scheme would offer creditors. We looked at profit share. We looked at giving them shares in a scheme. And the pushback that we got on those ones where they were too uncertain, too complex, and were not timely enough. Anything that didn't offer effectively cash upfront, they weren't prepared to support, and we thought their support, we risk everything blowing up again. The -- what we proposed was that our assessment of the turnover provision within the current scheme at the moment was GBP 8.7 million. And we said we'll take the uncertainty of our creditors, and we will guarantee that GBP 8.7 million and that amount will go to creditors this year so they've got certainty and they can exit. That wasn't deemed -- we couldn't offer anymore because we didn't have it. If we increase the GBP 8.7 million by another GBP 5 million to try and sort of widen the gap, it was another GBP 5 million we had to raise in equity, and it wasn't there. If we reduced the GBP 8.7 million to try and make the equity more certain, then maybe even less likely that a court would approve it. So we were just unfortunately caught between rock in a hard place.

Thank you. Can we go Mike's line?

First of all, let me say, I've been in contact with colleagues in RewardRate's shareholders group and [indiscernible] and I think that's fair to say that everybody is happy to be working together, representing respective shareholders groups. The first question I'd like to ask is really related to the creditors. Is it to the benefit of the creditors for the company to survive financially?

Yes, it is. It would have been. Yes.

So under those circumstances, would not every conversation that would take place or could take place with the FCA and/or the High Court be based on the fact that the company is proposing to meet its obligations as far as the GBP 15 million payment is concerned, but in the current market situation, it isn't feasible to pay the GBP 15 million out of an initial capital raise, but to pay it over a period of time out of the profits that the company will be making? I know that isn't what is put into the current SOA, but under circumstances where it's to the advantage and to the benefit of the creditors for that to happen, they're no worse off by agreeing to that. They can only be better off. Is it not feasible where the High Court has already created 1 precedent as we were told earlier on, -- is it not feasible that they could create another precedent and agree to amend the current SOA?

So Mike, thank you very much for that question. And I think it's really important just to remind people that the only way of amending a scheme of arrangement is through a new scheme of arrangement. And Danny has already mentioned the very compelling advice that we received in King's Council within the last few days, that it was very clear to him that we had run out of time to be able to go through a consumer scheme with our consumer customers as creditors. Again, let me assure you that the Board and the executive team have considered many of the different scenarios. So Danny's has already talked about was there a way of advertising the GBP 15 million, could we make certainty around the GBP 8.4 million. We had -- could we do something about future profits, which you may recall was part of the initial scheme. It was clearly turned down by the court in terms of the future profit share. So that was something that we had looked at before and came back and we reconsidered what became very clear in our conversations with particularly the FCA was that if there was to be a due scheme, it had to be very simple. It had to be very clear and it had to be as certain as possible, and even the lack of certainty around the ability to do an equity raise, which any new scheme would have been conditional upon was a condition almost too far in terms of that. I think they accepted that, that was a necessity, but the only way I think we really could have made any variation was if there was absolute certainty that a, the made would be available for creditors and b, there was certainty as to those [ money ] and they will be paid in a timely fashion. We -- as you may recall, we used an independent customer committee to advise us through the second scheme. And the 3 things came back very clearly fund a commute was they want to cash, they want certainty and they want to get as quickly as possible. And so as we discuss all the various options around the scheme through potential scheme 2, they were the 3 key things that we and the FCA kept coming back to.

Thank you. Can we go to...

Yes. Coming back to shares point, please. Could you let me know or let us know timeframes in terms of tradings in terms of when you're thinking to shut these down specific date or month or anything because 12 months is not enough to understand what -- where the company is going?

We don't genuinely know. The -- as time goes by, I would imagine that the volume of shares on the market makers participating will disappear. If we end up with less than 2 market makers than the stock exchange, I think, will potentially automatically delist us. But I can't give you a set date, it could disappear at any moment.

Our advisers did ask the FCA should we delist and the FCA said we don't fit any of the rules. So there's no reason to delist it -- sorry to suspend at this point in time.

Okay. Can you go to Andrew please?

Am I unmuted now?

Yes, you are. Please ago ahead.

I'll try and be quick. You've stated that you've not been able to get enough investment in -- and obviously, you've gone through an extensive process of seeking out professional investment. But as a shareholder, admittedly I'm behind the barrier of having close down but I have a provision money, I've put money aside in order to make sure that at least 10p per share was available to the business at whatever point you decided to continue for that money and whatever mechanism it is that you would use to do that. And I would assume that there's a lot of shareholders on the call now admittedly small shareholders like me that would also have been prepared to stump up the cash and provide a percentage of the money that you needed but that mechanism has never been engaged where you've never approached made for the funds. And I'm still at the point where I would be prepared to put in funds admittedly, is 0.1% of the GBP 45 million that you need. But I don't feel that you've asked, I don't feel that you've engaged with us. I don't feel like you've asked for the money in order to save this business. That's the point.

One of the issues we face is that the overwhelming, if not 100% of our shareholder base is our retail investors. And the harsh truth is that we can only approach retail investors to solicit interest in buying new shares that is with a full register prospectus, and we haven't done one of those that are very expensive. However, being a number of estimates have been made as to what we think the collective shareholder base would contribute in a fundraise. And that the number comes back as GBP 5 million from, say, different sources. I don't think they're echo chambers. So that GBP 5 million was factored into our calculations as when we came up with the need to go for GBP 27 million. But it is a perennial issue that you don't know the answer to that until you arrive with a full-blown perspective. Now there are bound to be lots of people who will wish to participate, but whether that adds up to meaningfully more than GBP 5 million. I don't know, and I don't suspect not.

I think one of the shareholder groups themselves did some analysis. I felt that the demand was just over GBP 5 million.

Thank you. Can we go to Weston, please?

Yes. I appreciate it's hard that you don't want to listen to what Daniel is got to ask you, but I'm intrigued to hear more from him. I know I'm on as well at the moment. There's quite a lot of other people that want to hear what he's got to say. So I'd appreciate it if for this you could actually allow him to speak again.

We will do. We were just hoping -- we were just trying to get everybody...

No, no. I think he's got a lot of questions that a lot of us want to read the answers to as well.

Ask one. So we'll go back to Daniel please. [indiscernible].

I just want -- well, my first 1 is when you're going to answer my question about what pay cuts you're going to take now it's gone into wind down?

That's a matter...

It's not a matter, it's matter for public record on the basis you've got shareholders, right, that want to know how much they've actually -- how much you're taking on a wind down and you've got creditors. They want to know you're going to take them on you on a wind down.

I'm not proposing to change anything in the wind down, but obviously, the amount of work that will be required over the period of wind down will reduce. And my remuneration will reduce in line with that requirement.

Okay. Thank you. Can go to [ Philip ], please?

Just a follow-up from what's been discussed. Now that we're winding down, you said we couldn't go for an amendment to the scheme because there wasn't time. So we've got wind down, we know we're wind down, could we not separately in parallel apply for an amendment to the scheme anyway? And then if it's approved, then we can move forwards on our business. We've got the time now, we've got 12 months of wind down before the company finally wraps up. And in terms of the cost of that, if it is just as simple as, keep everything the same wherever you remove the GBP 15 million or deferred payment of the GBP 15 million, I mean, it's changed in a few lines in the already drafted document and it will change the date on the top. It shouldn't be that much money or time to do that and then reapply it for that amendment. And even if there's no money in the pot to do that, I thought there's a hundred of people on this call, even if everyone chipped in a few hundred pound, you've got to then get tens of thousands, which should more than cover the time and cost to do that amendment and at least the 1 last throw of the dice. It's a shot to nothing, but surely, that's better than doing nothing or even a company wrap up and everyone losing all their money.

So I'll take that question. So as you mentioned, cost is clearly one of the big things. It's a very expensive process to go through to do a new scheme, which is, as I've mentioned before, what we would need to do to vary that. Having gone into the fallback, clearly, we will continue to collect out. But alongside the timing issue councils or the main concern was around the fairness of the proposed new scheme. And by fairness, the view was that effectively, we were potentially gambling creditors money for the benefit of shareholders and that the additional potential upside for creditors was not sufficiently large that he felt the court would sanction a scheme that even though it was slightly more is not sufficiently more that he felt the court would give it the time to be able to do that. And say notwithstanding all the other challenges around getting creditors to vote on a new scheme, engaging with the FCA in respect to the new scheme and getting them on board the question still remains around whether a court will sanction scheme that gives a very little additional amount to creditors as a result of going through all that process. And so it wasn't just timing, that was one of the key things, but another key thing was that the overall fairness of the scheme and that's one of the other points that our council really highlighted and was important in the Board's consideration of that whether to see a scheme or to enter the fallback arrangements.

Thank you. Can we go back to Chris, please?

Yes, on a separate note, just not my question, but I would like to see a bit more from Daniel moving forward as well. But I understand what the gentleman just said a minute ago about in wind down, we've got 12 more months, we could go back to the courts and ask the question. I believe they would -- I believe that if we went back with a new scheme, the court can't look upon the previous scheme you must look at it with no prejudice to any existing schemes and only what we're proposing. Now I understand what you said a moment ago, Nick, about the fairness of the scheme, but I'm struggling to understand the logic behind that because if we are already committed to GBP 97 million for the redress for creditors, the small risk in terms of the cost to go back to court, it wasn't as much as what I actually originally thought. I throw a number of about GBP 6 million, GBP 5 million or GBP 6 million and yourself said that it would cost all nowhere near that. So where creditors could see an additional sum on top of the GBP 97 million in the current scheme. I mean at the heart of any new scheme, would be the maximum redress that the company can put in terms of cash. And I'm fully aware that the ICC came to a decision where they wanted as much money as possible as quickly as possible. Now we are committed to that, and that would be at the heart of a new scheme. However, the a la carte menu that was mentioned in the first scheme that the judge would like to see offered to creditors. We don't have that option for additional GBP 15 million. But what we could do is, as the gentleman said, is defer some money. So I think there is benefit for creditors to see this and look favorably upon a new scheme. I mean don't forget that all creditors, including the FOS voted highly in favor on scheme 1. So if you're going to compare schemes, I said this is still better than what we originally came to the table with on the first scheme. And I think creditors will benefit financially in this way. I don't understand. I know we've got the date of the 26 May to have this all wrapped up. I just don't believe that there's no way that we can't go back to the court and speak to the FCA and get a new scheme proposed and put through. You said yourself that they set a precedent in terms of scheme 2 -- that we manage to scrape through. Why do we believe that there's no chance to set a new precedent? I mean this is a very, very challenging economical environment that we're faced with now. And I understand that, but we're in much different circumstances as we were a year ago. And I believe...

Sorry, Chris, shall I deal with 2 perhaps misunderstandings that I think are generally held. One is around the 26 May. On the 26 May was only ever an important issue in respect of the preferred solution. So that was the long stop date by which we had to complete the credit -- the capital raise under the new business scheme to remain within the preferred solution. Having gone into the Fallback Solution, the 26 May has no additional developments. So the 26 May that doesn't continue to be relevant in any sense. The second is in relation to the GBP 97 million. And again, that was part of the new businesses schemes preferred solutions. So GBP 97 million was paid into the scheme pot, GBP 60 million in June of last year and another GBP 37 million paid in February of this year in line with the scheme. The arrangement under the fallback is not that, that GBP 97 million is automatically available for creditors. Creditors received everything that is available to them after the business is wound up but that may or may not be more or less than the GBP 97 million. So the GBP 97 million is, again, not specifically part of the Fallback Solution. So I just wanted to deal with those 2 misconceptions that I know a number of people have had. So I thought it would be helpful on that. Look, the point around fairness -- and fairness to creditors is an assessment of what the creditors would receive under the fallback against what they would receive under any new scheme, which we've called scheme 3. And the council's view is that, there has to be a material difference between those. And it's a very similar view that we've heard from the FCA as well, but there needs to be a material difference for it to be a worthwhile scheme to pursue the creditors get significantly more as a result of going into a new scheme and all the costs and the difficulties of them with the scheme and getting creditors to vote for a scheme that has to be significantly more available to them as a result of that. And as I think Danny has already said, the truth is there isn't anymore. We are effectively paying everything we can possibly pay into the scheme, everything goes to the scheme of the fallback. So it's difficult to see what else could be included. We have considered, as I mentioned before, all the different options, net profit, equity certainty, et cetera. The difficulty, of course, with profits is we're taking profits from the new equity that comes in. And so we know where the business plan doesn't have profits in the early years as Danny has explained the need for the GBP 45 million to cover the J curve in terms of the early year losses. So you're therefore asking equity investors to invest knowing that it's even longer before we begin to see a return on the equity. And so that was an additional difficulty we've considered. So we have considered all these things. And it's very unfortunate, but the Board have counted the view, and it's been a very difficult 1 for them to do so, but the best option in the circumstances that we're in taking into account the requirements of all our stakeholders is to go into the fallback.

Thank you. Let's go to Mark's line, please.

Can you have me now?

Yes.

Okay. Yes. So just -- I'll try and take this as short as possible, but -- okay, I think it's very clear, the consensus from all the shareholders is that an [ SOA 3 ] is potentially possible. I know cost is 1 of the main challenges. I'm pretty confident that between all the shareholders invested the working together now they're aligned that shareholders could fund, if not all, majority of the cost that would cover that. So that's not an issue. There is the case of you go to a customer and say, he's GBP 100 a day or would you like GBP 100 today and this in the future, I'm pretty sure the creditors would go with the second option. You've got [ Sarah ] on the call, as I said earlier. Engage with Sarah, she could get you a ballpark figure on any engagement on what they would be willing to look at discuss. I think you're making a lot of decisions without actually reaching out to the people that matter the most. You're making a lot of decisions to shareholders without asking them. You're making a lot of decisions for creditors without asking them. The FCA will approve some thinking if all parties are aligned and I think shareholders helping creditors and vice versa would be aligned. And you have a business that runs forward. I mean you've taken advice from legal counsel and you seem to be sticking with that. I'm sorry, but they had voiced you the first one with pass and they got it wrong. They've voiced you the second one would pass than it did. The advisers are on a 50-50 sort of success rate at the moment. I really think you've jumped the gun on this without actually asking the people who it matters to the most. You could leave tomorrow and you're gone. The shareholders, the creditors were here in 12 months, 18 months' time log. I really think you need to go away after today and evaluate and reach out to people and actually get an understanding of if that's what they want. Your Directors, you're taking a salary, you should be doing what they want.

But we would still need to be able to raise the remaining GBP 27 million to build the business on the back of it and that money hasn't been there. It isn't there. Yes. So yes, it's a combination of certainty of getting a scheme approved and also certainty of raising the capital to be able to pay the amount that you're promising those creditors. So if the capital raise looks unviable, the Judge will ignore the amount that you're promising the creditors and say, you're not going to be able to raise it. So the whole thing has to stack up in its totality, I'm afraid.

Can we get Mike Morris' line please.

Listen, I think that it's important from my point of view, and I probably believe everybody else's point of view for there could be an adjustment in the way that the Board are approaching the current situation. It sounds like every reason in the world is being found as to why something won't work to make the company survive and be successful as opposed to looking for every means possible to make it happen. I've had experience with counsel and getting counsels' opinion. It depends entirely on what the counsels' instructions are and what they're being asked as to what kind of opinion they'll come back with, and I've often found in the past that you can go to 2 different counsel and get 2 totally different opinions from them. On the same subject, as the previous questionnaire said, the first counsel in SOA 1, Roger who's not with us anymore, -- but the way that he presented the case, the way that he dealt with the questions being asked often join the hearing was absolutely appalling. Second counsel, far better, yes? But in this situation, I do not see how it is possible that where the creditors will benefit. As you've just pointed out, the GBP 97 million that is available for creditors guaranteed if the company survives. It's not guaranteed if it doesn't, yes? And it's guaranteed that they won't get any element of the GBP 15 million. So if there is any perception that there may be some doubt about whether or not they get the GBP 15 million with an adjustment to the current SOA, yes, then it's got to be logical that the court would approve the adjustment where it can only benefit the creditors to do so. As far as the fundraise is concerned, let me go on to that one because Paragraph 13 of the judgment came down in respect to the SOA 2 states as follows: the NBS, the new business scheme, provides for alternative solutions, the preferred solution and the fallback solution, the implementation of which will depend on whether or not 2 conditions called the new business conditions are satisfied. The first one we know the FCA has allowed the company to start relending. The second is that within 12 months of the NBS becoming effective, holdings issues, at least 19 ordinary shares for every 1 ordinary share issued immediately beforehand, the share issue, therefore, mandates the dilution of holdings existing shareholders by at least 95% in respect of their existing shareholdings. Then goes on to talk about the GBP 15 million of proceeds coming from the share issue. Now as far as I'm aware, and I'll go so far to say, I know this to be the case, as you do, there has been no attempt to directly offer the shareholders that 19:1 dilution in order to raise the GBP 15 million. And I believe that it's an obligation on behalf of the Board to pursue that route, regardless of what other discussions you've been having with potential underwriters of a share issue for more than GBP 15 million and acknowledging the fact that more money will be required in due course. In the current situation, if potential investors, be it Daniel or anybody else, is prepared to put money into the company if they know it's going to be available to put money into it as opposed to go into a fallback position where it isn't, it's more likely than not that they would be prepared to do so, yes? So taking all of these things into consideration, I believe the shareholders should be consulted as to how much money they're prepared to put in. [indiscernible] sent out a survey this time yesterday. And in less than 24 hours, he's had responses back from at least, I think, 50 or 60 of the shareholders confirming that they would be prepared to commit over GBP 1 million to a raise. And that's without a prospectus. With the prospectus showing how much money the company is likely to be making going forward, I believe that there would be a very healthy response. And I don't think it's appropriate to put the company into fallback where you're estimating the possibility or the likelihood that only GBP 5 million might be raised from shareholders without actually putting it to the test. Supposing you offered the shareholders the opportunity to put money and they came up with GBP 15 million, great. Would that...

Sorry. Mike, it's Jonathan here. The problem with the GBP 15 million is that it's not enough. As Danny has said, we need -- if the GBP 15 million merely goes over into the scheme, that leaves us with no resources to actually run the business. I will happily...

But Jonathan, you have commitments, obviously, nonbinding commitments for GBP 21 million, that would be on top of the potential GBP 15 billion. And there has been no discussion with the shareholders, with myself, with Daniel, with any of the other people who may be willing and able to get involved in discussing ways and means of potentially being able to raise the money over and above the 200 people that Oliver has spoken to. And I believe that it's appropriate to have a meeting with me, with Daniel, with Mo, with Chris and whoever else would need to be or want to be involved in order to explore those avenues.

Sorry, I understand exactly what you're saying. We have -- the indications of interest we had from the other people was that we're not prepared to put money into the GBP 15 million to pay the scheme creditors. So I take that as a line in the sand. I have said freely to you and others, but if it was a simple operation of rights issue to raise the GBP 15 million to pay to the creditors, I would not be recommending that as a sensible investment because without the additional follow-on money needed for the working capital to fund the J curve, as Danny has said, you could find yourself making that investment and then still having nothing new. So you'd be GBP 15 million down at that point, and it will still have no worth at the end of it. So that's -- and that's a real issue. And the other issue is that we -- prospectus, you obliged to put in a working capital statement, which looks 15 to 18 months out, actually says 12 in the rules, but 15 to 18 months is the market norm. And that will be qualified. We would not be able to give any assurance if we raised GBP 15 million, all of which went over to the scheme creditors that we have enough money to survive more than the fortnight after raising it.

We also wouldn't be able to pass the FCA's threshold conditions of actually having sufficient funds to manage the business for the foreseeable future.

Yes.

Would you go to Daniel's line for 1 question, please, Daniel.

I'm not going to go off on one this last call because I'm at lunch. But I still think you're all wrong, the Board, especially. So there is a couple of things I would point out, okay? It's very simple, okay? The creditors and so Sarah was on the call, is better off, very, very simple, this is, right? Doesn't need a genius, doesn't need 10 Board members to work this out, okay? If the creditors are better off with the company surviving then it doesn't matter really at this moment in time what the FCA says, what your lawyer says or what you say. It's about the creditors. The money is already in the pot. If you read the Facebook page of Amigo creditors, it says quite clearly, they're just set up. They want their money. A lot of them just want it wiped off from a credit report sorted, and they're willing to take that hit, okay? All they bothered about very clearly is the fact they've waited too long and they want it settled, okay? It was -- so it's very easy. You're now going to tell them it's going to take 12 months, and we might get, might get 17p. Whereas if the company survives, the money is already in the pot for them now, isn't it, right, where you can start distributing it next week because the money is already there for them. So that was a no-brainer. There is no way the FCA, if Sarah and the group creditors would have got together and said, "Look, we just want our money now, we're fed up." if they have backed it, the FCA would have backed it. You know and I know that you've taken advice from your lawyer and they've said, good chances are. But the point is, and as you know, if the creditors have been on your side and if the FCA would have been on your side, the Judge would have approved it, and off it's very simple, right? Because there's no way a Judge is going to go away against the creditors, right? They want certainty. I told you in January, the FCA wanted certainty, and I told you the creditors wanted certainty about what they were getting. They were fed up with it. But then shareholders, and obviously, I am a shareholder, so the shareholders wanted to know what's happening. I tried everything, right, to help you guys, right? You also know that you announced this RNS yesterday, and I rang up straightaway and said, why didn't you come to me about these costs, I would have covered the legal costs. I actually offered to pay the legal costs, but you didn't give me the opportunity. You just announced an RNS, again. So the creditors wouldn't have been worse off if would have gone to the FCA or it would have gone to the Judge, because the money is the same today as it was yesterday, is in the pot for them. And I was covering the legal fees, but you quickly just announced an RNS. You've even got -- you've got shareholders on now saying they were willing to cover legal fees, but I stood up yesterday and said, "Guys, what are you doing? I would have paid it." But you didn't listen to me again, you never engage with shareholders. That's why I get angry, right? We could have saved this business. It's too late now. You've already announced it, right? But Sarah, I do feel sorry for you and the creditors, of course, we do. But the creditors have to understand the shareholders now are not the people that did all the creditors over 2 years ago. So it's all about writing all these things all over Facebook. We're not those people. We go to work, we work hard and we've invested in a company. We didn't [ spit ] anybody up, okay? And we haven't done anybody over. That was the company of old, right? That was the share -- that was the shareholders of old that owned 60% of the business. You should have gone after them, right? We'll issue a legal claim against them directly for more money. But Amigo shareholders now have done you no harm. But no, when did the Board all the actual creditors group ever sit down and say, "Look, we've got 8,000 white-collared shareholders here that didn't own shares 3 years ago, that didn't do you over, that didn't chase you for this money. But they didn't [indiscernible] applied to the creditors group. They do still think with fat cats they [indiscernible] lots of money from it. And that's the wrong thing, but the Board hasn't helped either. With huge salaries, it doesn't help the cause. It should have been an open, honest and transparent dealings with creditors and shareholders alike. And yes, I agree, shareholders should have been given the opportunity to actually vote. They could have saved it. But the Board is making decisions, which instead of just -- as I was and everybody keeps talking about this [indiscernible], right? He sold his shares a year ago, right? He doesn't own any share as people, right? I was the largest Amigo shareholder. But nobody ever said like, what can you offer? What can you do? And that's what annoys me. And I still think Amigo has got to part -- I can't -- there is weird things that I can't understand like how you can suddenly decide that guarantor lending doesn't work. When you should have known that as a Board, you knew all last year, it doesn't work, but we wasted money on trying to convert these loans, right? But it's things like that. All the industry knew it wasn't working. That's why you went to 200 investors and they said, no. So why you as a Board that's on the ground, aren't telling our shareholders it's not working. And I don't mean your RNS, you're struggling to find GBP 45 million. I'm on about saying to us, the business model doesn't work anymore because you said it several times on this call, but why don't you tell us 3 months ago? You kept stringing...

I'll try and answer those variety of questions. In terms of the guarantor loan pace, as we have said, the first couple of months of lending, we had a lot of -- a new system, a new process with new people. There were a lot of process issues so trying to figure out what was working and what wasn't working -- didn't really get going until early January. Within a couple of months, we realized that the conversion rates were too low on the guarantor loan product, but we're viable on the unsecured loan product. In time, when the market changes, about my switch. So we did put a hold on it. And within a couple of months, is relatively quickly if we cut it without any evidence, it would have been accused of the opposite. In terms of engagement with shareholders, what we have done what we can in terms of this process. The people that we spoke to, and I'm not going to reach any confidences, told us what they could invest. They also told us their likelihood of investing and one was quite high and the other was 50-50. So we had to take that into account in terms of the likelihood of any capital raise succeeding. In terms of the upside and downside to creditors, the other was material amount which they would have got from the GBP 8.7 million that we were looking to crystallize and pay to them, but they also would have received more than the GBP 97 million based on the wind down plans that were there. So -- and it was the gap in between that was deemed not to be enough to basically in the council's opinion, gamble creditors money for that. And those costs over the approximately 4 months that it would have taken to complete both this scheme and the capital raise if a scheme could have been done in that 2-month period in that 4 months, more costs would have been baked within the business and generating new reward rate loans in addition to the legal and professional costs of both the scheme and the capital raise and there was substantial downside. So that is the opinion the FCA had and they were quite clear on that opinion. And that is the opinion that council had that Judge would take. So if this was -- we pushed hard to get the FCA to allow us to get council opinion to be able to bank on that. Unfortunately, council opinion came in the opposite or not quite the opposite, but it came in a lot more strongly against than we expected. We thought it might come in and say, it's possible give it a go. I think they pretty much said it's impossible to stop.

Okay. Can go to Chris Colclough's line, please?

Just a couple of quick questions. So just on the sort of clarity of -- if we wanted to consider a reversion back to the preferred scheme, is that possible? And if it is, then does that sort of May 26 date come into play again? And then secondly, are you as Directors and are you prepared to make a sort of disclosure on your current shareholdings and also those of any share incentive plans?

Let me deal -- it's Jonathan here. It's in the account. I own 180,000 shares. I bought them at the wrong price like everybody else did. I think Maria and again, Michael Bartholomeusz something like 100,000 shares. But there's been no moment an open period trading for -- carry organic to buy any shares. Indeed, they haven't. And I don't think the sort of share options or anything else like that have been put in place for either of them.

I was committing to buy shares in the capital raise if it had succeeded.

So scheme wise, as I've already said, the -- having gone into the fallback that is the outcome of the scheme. The only way to change the scheme is doing a scheme. So the 26 May is no longer applicable because that related to the preferred solution under the new business scheme. That has gone by triggering the switch into the fallback scheme. So that is that is -- all we can really say around that, the 26 May date has now gone because it's no longer relevant. We are in the fallback scheme. Theoretically, it is possible to do a new scheme, but we've always said there's problems around costs and whether there's any sufficient benefit corporates as a result of doing that, it needs to be material and the business hasn't got any more that they can put in that would make a material difference to our creditors.

Can we go to Kamal Parmar's line, please?

Yes, so I've had a lot of views today, and I'm quite astonished as to why you guys are not listening to the shareholders and some people who are actually willing to fund these things? And my question now is, given that you're in the fallback now, are you prepared to listen to the shareholders or you can get contributions from the shareholders to actually move forward to third scheme or even revert back to the first scheme which already had the creditors approvals?

So in terms of the first scheme, the first scheme wasn't sanctioned, so that's already been done and dusted. We then placed a second scheme that -- or a second and at the time third scheme, we ran 2 schemes simultaneously. The creditors were voted in favor of both of those schemes will make very clear if they vote in favor of the new business scheme that we would ask the Judge to sanction that one first. The new business scheme had a fallback solution within it for the eventuality that we didn't meet the new business conditions under the new business scheme and those conditions were that we started lending by 26 February of this year, and we completed the capital raise by the 26 May this year. As we announced this week, the Board of Amigo Loans Limited had decided that they expected us not to meet the capital raise within the time deadline and therefore were obligated to trigger the switch into the fallback solution. That is what we have done this week.

The sort of hidden condition is that once you've done the 19:1 raised, you had 10 days to pay the GBP 15 million over into the scheme pot and as we discussed a little while back, just putting -- raising GBP 15 million and putting it into the scheme pot does not save the company.

Thank you. And just as iPhone, can we go to the iPhone line, please?

I'll pass my question to Daniel, please.

He has got his hands up, so can we go to Philip, please?

Yes. Thanks for taking another question. Obviously, you're going to taking on board everything everyone said about like the likelihood of a new scheme being approved and the timings and the money and all the rest of it, when the alternative is the company ceasing to exist and able to losing all their money, I honestly can't see why we wouldn't at least give it a go. I really don't. Surely it's better give it a go and see and then I'll understand by saying it's going to face, we won't bother, honestly. I mean I'd be happy to put money in to help cover the costs of -- I've put the new scheme together. You've already got an approved scheme, it would literally be -- you've got the computer system in place where you ask the creditors for the vote and you've got the template in place where you set up the council was discussed. So all of that has already been done. It would just be changing that to the new scheme. It's not that you starting from ground 0 with nothing at all in place. I don't think the cost would be astronomical to put together a new scheme. And I think it sounds like there's enough will here, just the people on this call to help contribute to that if need be. It surely got to be worth it, even if it is likely not to it surely got to be worth it that people are willing to contribute rather not bothering at all. Surely, it's got to be.

So putting aside the technicalities, if a new scheme was to be proposed and approved and putting aside the costs, we still don't have certainty that we can raise the money required to fund the business on a go-forward basis. And we remain with the issue that there needs to be clear, clearly water between what people are getting in the fallback and the benefits of the new scheme. So I'm not close-minded to it. I just feel that the chances of arriving at the far end or the uncertainties arising at the far end are significant, very significant.

Okay. Our estimates of the difference between the schemes was based on doing the new scheme within the 2 months that we had based on the advice of counsel, if that went into a full sort of 5- or 6-month period, that difference would rise because we are still writing reward rate loans during that period of time. So you're probably talking GBP 6 million or GBP 7 million of scheme cost, capital raise costs and reward rate costs during that period of time. So that's the amount of risk the creditors would have on top of what guarantee is there of the upside depending upon the likelihood of success of a subsequent capital raise. And that essentially becomes the problem. It's a lot of money and it just wasn't available.

Thank you. Can we go back to Chris Bourne's line, please?

Sorry, on that point, Danny, I mean, we were looking for GBP 45 million, where effectively, 33p in the pound was going to addressed its liabilities with a GBP 15 million contribution. I think that was a lot of the big -- a lot of the reason why new investors were showing reluctance to jump on board. But -- would you not agree that looking at it from a logical perspective, if we were to go and have the GBP 15 million that's going to be put into the scheme with a successful capital raise within the first 10 days. If that was amended to say that we could put the GBP 15 million over a period of time, there's likeliness that the businesses would be more likely to raise those funds, where 100% of the raise would go to the future of the business. I think that was what the new investors problem were -- there was 1/3 of the money that they were asking to raise but would go towards his liabilities and where we could ask the creditors again to say, look, we're not trying to get out we're paying this GBP 15 million, we just don't have it now and to come up with an arrangement of something similar to what scheme 1 look like in terms of a percentage of profits or a capital commitment over a set amount of time. I'm aware in the business proposals that it's likely to hit a J curve where profits aren't going to be there. But purely if the business survives, we could find those capital requirements from somewhere, but there's no chance without any business at all. I just...

We went through the same thought processes. We try to figure out ways, and we spoke to the FCA and actually put forward proposals in terms of equitizing or capitalizing GBP 15 million to be paid in otherwise. And the feedback that we got from the FCA which is consistent with -- if any of you have seen the letter that they have issued on the [indiscernible] scheme where they said they were going to object to it for the same reasons. So anything that doesn't provide absolute certainty and lack of complexity, so it needs to be simple, certain and immediate they're not going to support -- so that seems to be their position consistently on absolutely everything at the moment. And that was certainly what they fed back to us. And we looked at options for debt in terms of we'll give them an IOU and pay you GBP 15 million over that period of time. But unfortunately, we are leveraged up to the hilt on that in our business plan. And those debt providers wouldn't take kindly to have enough ranking ahead of them. So it would have to be effectively unsecured and ranking behind everything else, which wouldn't satisfy the court. We looked at equity and giving them shares, which will be sold in 3 years' time when they have some value. But again, there's no guarantee the business is successful from a creditor perspective. There's no guarantee the business is successful and therefore, those shares could be worthless. And it's a very complex transaction, and you're not going to get anything for 3 years. We looked at doing it on a profit share and it's the same issue. It doesn't make money for the first 2 years and only a small amount of money in year 3. So it's into year 4 before you can really afford to pay anything and you're back to the same issues. We tried all of the same -- we absolutely empathize with all of your questions. We have tried the same things. We have pushed them with the FCA. We have pushed them with council in terms of can we do this, can we do that? Unfortunately, we have ended up in a position that ultimately, without the certainty of the amount of money that we can raise, all of it looks weak even weaker than the other parts of the risk. If someone was sitting there with GBP 30 million and saying, "I can do everything apart from the GBP 15 million, we might have had a little bit more certainty, but we just didn't get there. And the 2 people, as I said before, the 2 people who said they would put in GBP 5 million, one of which was more certain than the other, both explicitly said they would not invest if any of it went to creditors. It was only to go to fund the new business. So that left us with the rights issue only in effect to try and do anything. And it was never going to get anywhere near the amounts required to fund the business.

Mike please.

Yes. Okay, I'd like to start off by saying that I am formally requesting a meeting ideally face-to-face, but if not, on Zoom with Daniel and with me and with and with Mo and with Chris all present in front of you because I think that we need to have a proper discussion. I'm aware of the fact that this is ongoing. This is a quite a long call. But I think it's appropriate on behalf of the shareholders to investigate -- and properly investigate and find out exactly what has happened up until now and what can be done now to approach the FCA and to approach the Creditors Committee and the High Court with a proposal to amend the current scheme, whether it is referred to as a new scheme or a simple amendment to the current scheme that can only benefit the creditors, [ patiently ] benefit the creditors, not be detrimental to the creditors, I would like to sit down with you in order to discuss that properly. I would also like to think that we would get you to the point where you recognize the importance of adhering to the requirements of the NBS in going out with that rights issue, it's a requirement -- there are 2 requirements, the FCA allowing you to lend and going out to the shareholders with the share issue. It's a requirement. I don't think there can be any questions about the logic of asking your shareholders how much money are you prepared to put in, in order to keep your company alive?

Sadly, in fallback that the requirements lapsed the new business scheme go to survive required us down 19:1 issue. Can we take it offline about a meeting, I'm not adverse to it, but it -- let's investigate how we can do that reasonably expeditiously. It's nearly 2:00, can we take a couple more questions and then I wish to draw this to a close.

Okay. Let's go to EO, please.

Yes. I think the feeling here is like you've been resigned rather than being fighters. So I guess you have plenty of people in the room there willing to help the business in a business model perspective, from a financial perspective, but I think you are reluctant to accept any kind of help. And that's what bothers me more because Mike, Daniel, all the people around, myself included, are willing to invest in your business to let you go but in terms of your business model, you need to probably revise that and need to make amendments. But we need to find a solution in order to get the creditors and of all the shareholders implicated ongoing. So what we need to do is like final solution between the company, the shareholders and the creditors and all the regulators. And then after that, we can go to the court or the FCA and discuss with them with papers in our hands. And that is where I think we need to take a list from this moment on 10 days, and we need to take this immediate effect.

Okay. We understand what you're saying. As I said, we will set about having a meeting with Mike and Daniel and the action groups, which will hopefully pick up the issues that you suggest. We've got time for 1 more question, I feel. Mark J.

Yes. I think any action moving forward I think you actually need to reach out to shareholders and get an opinion on what funds you could likely raise if you was to do an SOA 3, you could show that in court that you did an exercise similar to what we did as a Creditor Committee. I think you really haven't dropped the ball on reaching out to shareholders. You comment on you wouldn't know what we could raise. There's indicative term sheets there that you could use as a basis, the GBP 15 million, whether that could be from shareholders or changed I think you really need to do an exercise where you find out and get a ballpark figure of where that's likely to sit. No one is asking for the 19:1 to be removed, 2 hours on the call, not 1 person has mentioned that everyone wants the company to survive. Really think you owe it to shareholders to do this 1 last thing.

So we understand. We will have this meeting. I'm going to say close after 2 hours. Thank you for your time and your careful engagement. Please use our investor e-mail line or [email protected]. Kate will answer I'll pick it up and answer it. But please use that as a conduit in the meantime. If you have any other points and questions that you'd like to raise. I am personally devastated that we've got to this point. And it was with extreme regret that we had to make this announcement, but thank you very much for your continued engagement and courtesy. And that is the end of the today's call.