REG - Argo Blockchain PLC - Result of Placing

Argo BlockchainAnnouncement

19/07/2023 07:00

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RNS Number : 4939G  Argo Blockchain PLC  19 July 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

For immediate release

19 July 2023

ARGO BLOCKCHAIN PLC

("Argo" or "the Company")

Result of Placing

 

Argo Blockchain PLC, a global leader in cryptocurrency mining (LSE: ARB;
NASDAQ: ARBK), announces the successful pricing of the non-pre-emptive placing
of new ordinary shares of £0.001 each in the capital of the Company
("Ordinary Shares") following yesterday's announcement (the "Placing").

 

A total of 51,340,000 new Ordinary Shares (the "Placing Shares") have been
placed with institutional investors by Tennyson Securities (a trading name of
Shard Capital Partners LLP) ("Tennyson) at the previously announced price of
10 pence per Placing Share (the "Placing Price") raising gross proceeds of
approximately £5.134 million.

 

Concurrently with the Placing, retail investors have subscribed in the
separate offer made by the Company via the PrimaryBid platform for a total of
6,160,000 new Ordinary Shares (the "Retail Offer Shares") at the Placing Price
(the "Retail Offer") raising gross proceeds of approximately £616,000.

 

Together, the Placing and Retail Offer (together, the "Capital Raise") was
oversubscribed by both new and existing shareholders, and the Capital Raise in
aggregate comprised 57,500,000 new Ordinary Shares, and will raise gross
proceeds of approximately £5.75 million. The Placing Price represents a
discount of approximately 14 per cent. to the 30 trading day VWAP of the
Company's existing ordinary shares for the period ended on 18 July 2023, and a
discount of 25.92 per cent. to the closing mid-price of the Company's ordinary
shares on 18 July 2023. The Placing Shares and the Retail Offer Shares
(together, the "New Ordinary Shares") being issued together represent
approximately 12.03 per cent. of the existing issued ordinary share capital of
the Company prior to the Placing and Retail Offer.

 

Applications have been made to the Financial Conduct Authority (the "FCA") and
London Stock Exchange plc (the "LSE") respectively for the admission of the
New Ordinary Shares to the standard listing segment of the Official List of
the FCA and to trading on the main market for listed securities of the LSE
(together, "Admission"). It is expected that Admission will become effective
on or before 8.00 a.m. on 24 July 2023. The Placing and the Retail Offer are
conditional upon, amongst other things, Admission becoming effective and upon
the placing agreement between Tennyson and the Company not being terminated
in accordance with its terms.

 

The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with each other and with the existing
Ordinary Shares, including, without limitation, the right to receive all
dividends and other distributions declared, made or paid after the date of
issue.

 

Following Admission, the total number of Ordinary Shares in issue in Company
will be 535,325,166. The Company does not hold any shares in treasury, and
therefore the total number of voting rights in the Company will be 535,325,166
following Admission, and this figure may be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules.

This Announcement contains inside information for the purposes of the Market
Abuse Regulation (Regulation (EU) No 596/2014), as it forms part of retained
EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR").

 

For further information please contact:

 Argo Blockchain
 Investor Relations                  ir@argoblockchain.com
 Tennyson Securities
 Joint Corporate Broker              +44 207 186 9030

 Peter Krens
 Tancredi Intelligent Communication

 UK & Europe Media Relations
 Salamander Davoudi                   argoblock@tancredigroup.com

 Emma Valgimigli

 Fabio Galloni-Roversi Monaco

 Nasser Al-Sayed

 

Pre-Emption Group Reporting

The Placing is a non-pre-emptive issue of equity securities for cash and
accordingly the Company makes the following post transaction report in
accordance with the most recently published Pre-Emption Group Statement of
Principles (2022).

 Name of issuer        Argo Blockchain PLC

 Transaction details   In aggregate, Capital Raise of 57,500,000 New Ordinary Shares (comprising
                       51,340,000 Placing Shares and 6,160,000 Retail Shares) represents
                       approximately 12.3 % of the Company's issued ordinary share capital.

                       Settlement for the New Ordinary Shares and Admission are expected to take
                       place on or before 8.00 a.m. on 24 July 2023.
 Use of proceeds       The proceeds of the Capital Raise will be used to reduce the Company's
                       outstanding indebtedness and to pursue strategic growth projects.
 Quantum of proceeds   In aggregate, the Capital Raise raised gross proceeds of approximately £5.75
                       million and net proceeds of approximately £5.39 million.
 Discount              The Placing Price of 10 pence represents a discount of approximately 14 per
                       cent. to the 30 trading day VWAP of the Company's existing ordinary shares for
                       the period ended on 18 July 2023, and a discount of 25.92 per cent. to the
                       closing mid-price of the Company's ordinary shares on 18 July 2023.
 Allocations           Soft pre-emption has been adhered to in the allocations process. Management
                       were involved in this allocation process, which has been carried out in
                       compliance with the MiFID II Allocation requirements. Allocations made outside
                       of soft pre-emption were preferentially directed towards existing shareholders
                       in excess of their pro rata, and wall-crossed accounts.
 Consultation          As the Company has a largely retail shareholder base, direct consultation with
                       the Company's shareholders was impractical.  Instead, shareholders were given
                       the opportunity to vote on the proposed authorities to allot and
                       disapplications of pre-emption rights to be granted to the board, along with a
                       detailed description of the size and effect of such resolutions and their
                       proposed uses. In light of the voting at the Company's recent AGM, the Company
                       has structured the fundraising within those authorities.
 Retail investors      The Capital Raise included a Retail Offer, for a total of 6,160,000 Retail
                       Offer Shares, via the PrimaryBid platform.

                       Retail investors, who participated in the Retail Offer, were able to do so at
                       the same Placing Price as all other investors participating in the Placing and
                       Subscription.

                       The Retail Offer was made available to existing shareholders and new investors
                       in the UK. Investors were able to participate through PrimaryBid's platform
                       via its partner network (covering 60+ FCA registered intermediaries) and
                       through PrimaryBid's free-to-use direct channel. Investors had the ability to
                       participate in this transaction through ISAs and SIPPs, as well as General
                       Investment Accounts (GIAs). This combination of participation routes meant
                       that, to the extent practicable on the transaction timetable, eligible UK
                       retail investors (including certificated retail shareholders) had the
                       opportunity to participate in the Capital Raise alongside institutional
                       investors.

Important Notices

No action has been taken by the Company, or Tennyson or any of their
respective affiliates, or any person acting on its or their behalf that would
permit an offer of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company and Tennyson to inform themselves about, and to observe, such
restrictions.

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with the
Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or the
UK version of the EU Prospectus Regulation as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation")) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC
OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE PLC, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

 

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia, the
Republic of South Africa, Japan or any other jurisdiction in which the same
would be unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.

The securities referred to herein have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any State or other
jurisdiction of the United States, and may not be offered, sold or transferred
directly or indirectly in or into the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with the securities laws
of any State or any other jurisdiction of the United States. Accordingly, the
Placing Shares are being offered and sold by the Company only (i) outside the
United States in "offshore transactions" (as such terms are defined in
Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation
S under the Securities Act and otherwise in accordance with applicable laws;
and (ii) in the United States to a limited number of "qualified institutional
buyers" (as defined in Rule 144A under the Securities Act). No public offering
of securities is being made in the United States.

 

This Announcement is for information purposes only and is directed only at:
(i) persons in member states of the European Economic Area (the "EEA") who are
qualified investors within the meaning of Article 2(e) of the Prospectus
Regulation ("Qualified Investors"); or (ii) in the United Kingdom, qualified
investors within the meaning of Article 2(e) of the UK Prospectus Regulation
who are (a) persons who have professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); (b) persons who fall within Article
49(2)(a) to (d) of the Order; or (c) otherwise, persons to whom it may
otherwise lawfully be distributed (all such persons together being referred to
as "Relevant Persons"). Any investment or investment activity to which this
Announcement relates is available in member states of the EEA only to
Qualified Investors or the United Kingdom only to Relevant Persons and will be
engaged in only with such persons. This Announcement must not be acted on or
relied on by persons in member states of the EEA who are not Qualified
Investors or the United Kingdom who are not Relevant Persons.

 

In Canada, no prospectus has been filed with any securities commission or
similar regulatory authority in respect of the Placing Shares. No such
securities commission or similar regulatory authority in Canada has reviewed
or in any way passed upon the merits of any proposed offering of the Placing
Shares and any representation to the contrary is an offence; no prospectus has
been lodged with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve Bank or any
other applicable body in the Republic of South Africa in relation to the
Placing Shares and the Placing Shares have not been, nor will they be,
registered under or offering in compliance with the securities laws of any
state, province or territory of Australia, Canada, the Republic of South
Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, the Republic
of South Africa, or Japan or any other jurisdiction in which such activities
would be unlawful.

 

In Canada, the Placing Shares may only be offered and sold in the provinces of
Alberta, British Columbia, Ontario and Quebec on a basis exempt from the
prospectus requirements of applicable securities laws. In connection with any
offer or sale made to investors in the Placing that are located in Canada, the
Placee will be required to provide a signed investor letter, confirming its
eligibility to participate in the Placing and containing additional prescribed
disclosure for the purposes of compliance with Canadian securities law
requirements.

Forward Looking Statements

This Announcement contains inside information and includes forward-looking
statements which reflect the Company's current views, interpretations, beliefs
or expectations with respect to the Company's financial performance, business
strategy and plans and objectives of management for future operations. These
statements include forward-looking statements both with respect to the Company
and the sector and industry in which the Company operates. Statements which
include the words "expects", "intends", "plans", "believes", "projects",
"anticipates", "will", "targets", "aims", "may", "would", "could", "continue",
"estimate", "future", "opportunity", "potential" or, in each case, their
negatives, and similar statements of a future or forward-looking nature
identify forward-looking statements. All forward-looking statements address
matters that involve risks and uncertainties because they relate to events
that may or may not occur in the future, including the risk that the Company
may not receive the benefits contemplated by its transactions with Galaxy, the
Company may be unable to secure sufficient additional financing to meet its
operating needs, and the Company may not generate sufficient working capital
to fund its operations for the next twelve months as contemplated.
Forward-looking statements are not guarantees of future performance.
Accordingly, there are or will be important factors that could cause the
Company's actual results, prospects and performance to differ materially from
those indicated in these statements. In addition, even if the Company's actual
results, prospects and performance are consistent with the forward-looking
statements contained in this document, those results may not be indicative of
results in subsequent periods. These forward-looking statements speak only as
of the date of this Announcement. Subject to any obligations under the
Prospectus Regulation Rules, the Market Abuse Regulation, the Listing Rules
and the Disclosure and Transparency Rules and except as required by the FCA,
the London Stock Exchange, the City Code or applicable law and regulations,
the Company undertakes no obligation publicly to update or review any
forward-looking statement, whether as a result of new information, future
developments or otherwise. For a more complete discussion of factors that
could cause our actual results to differ from those described in this
Announcement, please refer to the filings that Company makes from time to time
with the United States Securities and Exchange Commission and the United
Kingdom Financial Conduct Authority, including the section entitled "Risk
Factors" in the Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 2022.

Tennyson Securities (a trading name of Shard Capital Partners LLP) (Tennyson)
is authorised and regulated by the FCA. Tennyson is acting exclusively for the
Company and no one else in connection with the Placing and will not regard any
other person (whether or not a recipient on this Announcement) as its client
in relation to the Placing or any other matter referred to in this
Announcement and will not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to its clients
or for providing advice to any other person in relation to the Placing or any
other matters referred to in this Announcement. Tennyson is not acting for the
Company with respect to the Retail Offer.

 

This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Tennyson or by any of its affiliates or any person acting on its
or their behalf as to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.

 

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication in
this Announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. The contents of
this Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.

 

The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the LSE.

 

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.

 

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

 

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Rules") and/or any equivalent requirements elsewhere
to the extent determined to be applicable, and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
'manufacturer' (for the purposes of the UK Product Governance Rules and/or
any equivalent requirements elsewhere to the extent determined to be
applicable) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that such
Placing Shares are: (a) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in Chapter 3 of the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and (b) eligible for distribution
through all permitted distribution channels (the "UK target market
assessment"). Notwithstanding the UK target market assessment, distributors
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK target market assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK target market assessment, Tennyson will only procure
investors for the Placing Shares who meet the criteria of professional clients
and eligible counterparties.

For the avoidance of doubt, the UK target market assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own UK target market assessment in respect of
the Placing Shares and determining appropriate distribution channels.

NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED
OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.

 

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