REG - Argo Blockchain PLC - Restructuring Plan & LSE Delisting Update

Argo BlockchainAnnouncement

21/10/2025 07:00

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RNS Number : 1368E  Argo Blockchain PLC  21 October 2025

Press Release

21 October 2025

Argo Blockchain plc

("Argo" or "the Company")

Publication of Practice Statement Letter
Intention to delist from the London Stock Exchange

Update to Restructuring Plan

Practice Statement Letter

As previously announced by Argo, the Company is undertaking a recapitalisation
by way of a restructuring plan under Part 26A of the Companies Act 2006 (the
"Restructuring Plan").  Today, Argo has published a practice statement letter
which is the first document in the Restructuring Plan process.  It sets out
the key details to explain how the legal rights and entitlements of
shareholders and creditors may be affected.

The practice statement letter has been uploaded to the plan website, which can
be accessed at https://deals.is.kroll.com/argo
(https://deals.is.kroll.com/argo) .

Future documents will also be placed onto the same plan website in the coming
weeks. Shareholders and creditors are recommended to review the plan website
periodically and in advance of the key dates below to ensure that they have
access to all relevant documents.

Initial indicative key dates in respect of the Restructuring Plan are set as
follows:

·      Convening hearing                             5
November 2025

·      Meetings of plan participants           28 November
2025

·      Sanction hearing                               8
December 2025

The Restructuring Plan will be structured to enable the Company to rely on the
exemption provided by Section 3(a)(10) of the U.S. Securities Act of 1933, as
amended, with respect to securities expected to be issued under the plan.

Intention to delist from the London Stock Exchange

Subject to the Court sanctioning the Restructuring Plan, it is the Company's
intention to cancel the listing of the Company's ordinary shares ("Ordinary
Shares") on the Equity Shares (Transition) category of the Official List of
the Financial Conduct Authority ("FCA") and to cancel the trading of its
Ordinary Shares on the Main Market of the London Stock Exchange (the
"Delisting").  It is the Company's intention to maintain its listing on
Nasdaq.

As a company listed on the Equity Shares (Transition) category, the Company is
not required to obtain the approval of its shareholders for the Delisting but
is required under UK Listing Rule 21.2.17 to give at least 20 business days'
notice of the intended cancellation.

Accordingly, the Company has requested that: (i) the FCA cancel the listing of
the Ordinary Shares on the Official List of the FCA; and (ii) the London Stock
Exchange cancels the admission to trading of the Ordinary Shares on the Main
Market for listed securities of the London Stock Exchange.  Conditional upon
the Restructuring Plan being sanctioned by the Court, it is anticipated that
the Delisting will become effective from 8:00 a.m. (London time) on 9 December
2025. Therefore, the last day of dealings in the Ordinary Shares on the Main
Market is expected to be 8 December 2025. Investors holding Shares following
the Delisting will continue to be entitled to exercise all the rights
attaching to the Shares.

The principal effects of the Delisting will be that:

•              the Ordinary Shares will no longer be tradeable
on the London Stock Exchange.  It is, however, the Company's intention to
maintain its Nasdaq listing;

•              the regulatory and financial reporting regime
applicable to companies whose shares are admitted to trading on the London
Stock Exchange will no longer apply;

•              shareholders will no longer be afforded the
protections given by the Listing Rules;

•              shareholders will no longer be required to
publicly disclose any change in major shareholdings in the Company under the
Disclosure Guidance and Transparency Rules;

•              the Company will no longer be subject to the
provisions of the Market Abuse Regulation (as in force in the United Kingdom)
regulating inside information and other matters;

•              with effect from the second anniversary of
Delisting, the Takeover Code will cease to apply to the Company and at that
point shareholders will not benefit from the protections afforded to them by
the Takeover Code.  Further details are set out below; and

•              the Delisting may have personal taxation
consequences for shareholders. Shareholders who are in any doubt about their
individual tax position should consult their own professional independent tax
adviser without delay.

Shareholders are encouraged to review their holding arrangements and consult
their stockbroker or financial adviser if they have any questions regarding
the impact of the Delisting.

Takeover Code

The Takeover Code ("Code") applies to any company which has its registered
office in the U.K., the Channel Islands or the Isle of Man if any of its
equity share capital (whether voting or non-voting) or other transferable
securities carrying voting rights are admitted to trading on a UK regulated
market, a UK Multilateral Trading Facility ("MTF"), or a stock exchange in the
Channel Islands or the Isle of Man. The Code therefore currently applies to
the Company as its Ordinary Shares are admitted to trading on the LSE, which
is a UK regulated market. The Code also applies to any company which has its
registered office in the U.K., the Channel Islands or the Isle of Man if any
of its securities were admitted to trading on a UK regulated market, a UK MTF,
or a stock exchange in the Channel Islands or the Isle of Man at any time
during the preceding two years.

Accordingly, if the Delisting becomes effective, the Code will continue to
apply to the Company for a period of two years after the Delisting, following
which the Code will cease to apply to the Company.

While the Code continues to apply to the Company, a mandatory offer in cash,
or accompanied by a cash alternative, will be required to be made if either:
(a) any person acquires an interest in Ordinary Shares which (taken together
with the Ordinary Shares in which the person or any person acting in concert
with that person is interested) carry 30% or more of the voting rights of the
Company; or (b) any person, together with persons acting in concert with that
person, is interested in Ordinary Shares which in the aggregate carry not less
than 30% of the voting rights of a Company but does not hold Ordinary Shares
carrying more than 50% of such voting rights and such person, or any person
acting in concert with that person, acquires an interest in any other Ordinary
Shares which increases the percentage of Ordinary Shares carrying voting
rights in which that person is interested.

 

Update to Restructuring Plan

The Company provides the following updates with respect to the Restructuring
Plan and its agreements with Growler Mining, LLC n/k/a Growler Mining
Tuscaloosa, LLC ("Growler"):

•              The Company has determined the allocation of
equity in the recapitalised Company pursuant to the Restructuring Plan as
follows: (i) Growler will hold 87.5% of the equity; (2) the bondholders, in
exchange for their debt, will receive an aggregate 10% of the equity; and
(iii) the existing equity holders will retain their equity interests, subject
to substantial dilution from the issue to the bondholders and Growler,
resulting in an aggregate 2.5% equity interest.

•              To date, the Company has drawn approximately
US$5.38 million from its secured multi-draw term loan facility of up to US$7.5
million with Growler.

 

 

For further information please contact:

 Argo Blockchain
 Investor Relations                         ir@argoblockchain.com (mailto:ir@argoblockchain.com)
 Information Agent - Kroll Issuer Services  argo@is.kroll.com (mailto:argo@is.kroll.com)

 About Argo:

Argo Blockchain plc is a dual-listed (LSE: ARB; NASDAQ: ARBK) blockchain
technology company focused on large-scale cryptocurrency mining. With a mining
facility in Quebec and offices in the US, Canada, and the UK, Argo's global,
sustainable operations are predominantly powered by renewable energy. In 2021,
Argo became the first climate positive cryptocurrency mining company, and a
signatory to the Crypto Climate Accord. For more information, visit
(http://www.argoblockchain.com/) www.argoblockchain.com
(http://www.argoblockchain.com/) .

Forward looking statements

This announcement contains "forward-looking statements," which can be
identified by words like "may," "will," "likely," "should," "expect,"
"anticipate," "future," "plan," "believe," "intend," "goal," "seek,"
"estimate," "project," "continue" and similar expressions. Forward-looking
statements are neither historical facts nor assurances of future performance.
Instead, they are based only on the Company's current beliefs, expectations
and assumptions regarding the future of its business, future plans and
strategies, projections, anticipated events and trends, the economy and other
future conditions. Because forward-looking statements relate to the future,
they are subject to inherent uncertainties, risks and changes in circumstances
that are difficult to predict and many of which are outside of the Company's
control. The information in this announcement about future plans and
objectives of the Company are forward-looking statements. Therefore, you
should not rely on any of these forward-looking statements. Important factors
that could cause the Company's actual results and financial condition to
differ materially from those indicated in the forward-looking statements
include, market and other conditions, the principal risks and uncertainties
listed in the risk factors set forth in our Annual Report and Financial
Statements and Form 20-F for the year ended 31 December 2024.

 

 

 

 

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