REG - Argo Blockchain PLC - Conversion to ADS / Timetable / Town Hall Video

Argo BlockchainAnnouncement

21/11/2025 07:00

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RNS Number : 4513I  Argo Blockchain PLC  21 November 2025

Press Release

21 November 2025

Argo Blockchain plc

("Argo" or "the Company")

Conversion to American Depositary Shares

Timetable

Town hall meeting video

 

Argo Blockchain plc provides the following updates regarding its proposed
restructuring plan under Part 26A of the Companies Act 2006 (the
"Restructuring Plan").

 

Conversion to American Depositary Shares

 

If the Restructuring Plan is sanctioned by the High Court of Justice in London
(the "Court"), the Company will be de-listed from the London Stock Exchange.
The Company will establish a matched bargain facility with JP Jenkins to
permit trading of its ordinary shares "off-market" post de-listing for a
period of six months.  Shareholders also have the option to convert their
holding of ordinary shares into American Depositary Shares ("ADSs"), which,
subject to the Company regaining and maintaining compliance with The Nasdaq
Stock Market LLC's ("Nasdaq's") applicable listing criteria, can be freely
traded on Nasdaq.

 

Shareholders wishing to convert ordinary shares into ADSs should contact their
broker or investment advisor with instructions to transfer ordinary shares to
JPMorgan Chase Bank, London, as custodian (see
https://adr.com/drprofile/040126104).

 

JPMorgan Chase Bank, N.A., as depositary for the ADSs (the "Depositary"), will
charge a fee of US$5.00 (five US dollars) for each 100 ADSs (or portion
thereof) issued upon conversion of ordinary shares for conversions occurring
both before and, if sanctioned, after the implementation of the Restructuring
Plan; the Shareholder's stockbroker may also charge fees.

 

To convert ordinary shares into ADSs before implementation of the
Restructuring Plan, Shareholders will need to convert a minimum of ten
ordinary shares because one ADS currently represents ten ordinary shares.

 

To convert ordinary shares into ADSs after implementation of the Restructuring
Plan, Shareholders will need to convert a minimum of 2,160 ordinary shares,
because Argo will adjust the ADS ratio so that one ADS will represent 2,160
ordinary shares.  The ratio change is necessary for the Company to regain
compliance with Nasdaq listing requirements.

 

The effect of the ratio change will be that persons with an interest (through
the holding of ADSs) in fewer than 2,160 ordinary shares will be left with an
entitlement to a fractional interest in an ADS. Where this happens, the
Depositary will arrange for all fractional entitlements to be aggregated and
sold and will distribute the sale proceeds (net of transaction fees) on a pro
rata basis to ADS holders that would otherwise be entitled to receive a
fractional ADS according to the extent of their fractional interests. If the
result of the ratio change is that an ADS holder does not receive a whole ADS
or any distribution from the liquidation of all aggregated fractional
entitlements, they will be entitled, upon request to the Company, to claim
US$1 in aggregate for their interests in ADSs in accordance with the
Restructuring Plan.

 

Neither the Company, nor the Depositary, makes any recommendation as to
whether or when or not to convert to ADSs.  Shareholders are strongly
recommended to consult their stockbroker, solicitor, accountant or other
appropriate independent financial adviser authorised under the Financial
Services and Markets Act 2000 (as amended), if they are resident in the United
Kingdom, or if not, from an appropriately authorised independent financial
adviser.

Timetable and voting

 

The key times and dates of the Restructuring Plan are as follows:

 

 Event                                                      Time (GMT) and date
 Shareholder plan meeting                                   2.00 p.m. on 2 December 2025
 General meeting of Shareholders to consider Rule 9 waiver  2.30 p.m. on 2 December 2025
 Noteholder plan meeting                                    3.00 p.m. on 2 December 2025
 Secured Lender plan meeting                                4.00 p.m. on 2 December 2025
 Court sanction hearing                                     Time to be confirmed on 8 December 2025

 

Voting forms for the Shareholder, Noteholder and Secured Lender plan meetings
should be completed and returned by 9:00 a.m. New York (EST) / 2:00 p.m.
London (GMT) time on 28 November 2025.   Persons with an interest in the
Company's ordinary shares or ADSs or notes held via a nominee or intermediary
(such as a stockbroker or custodian or depositary) should note that such
nominees or intermediaries will set earlier deadlines for receipt of voting
instructions from beneficial owners to allow the collation of votes by such
entities and the submission of voting forms by the deadline above.

 

Shareholders have been sent hard copy proxy forms for the Shareholder plan
meeting and for the general meeting of shareholders to consider the Rule 9
waiver.  Shareholders should return both proxies to Computershare Investor
Services PLC in accordance with the instructions on the proxy forms.  The
form for the plan meeting must be returned by 2.00 p.m. (GMT) on 28 November
2025 and the form for the general meeting must be returned by 2.30 p.m. (GMT)
on the same date.

 

Noteholders and the Secured Lender should complete a voting form online
through the Plan Website (https://deals.is.kroll.com/argo
(https://deals.is.kroll.com/argo) ). For assistance in completing the form,
Noteholders and the Secured Lender should contact Kroll Issuer Services
Limited, telephone +44 20 7089 0909 or email argo@is.kroll.com

 

Town hall meeting video

 

The Company's town hall meeting, at which Shareholders, Noteholders and other
persons interested in the Restructuring Plan, had an opportunity to ask
questions about the plan, was held on 19 November 2025.  For those plan
participants that were not able to attend the meeting, a video of it has been
uploaded to both the  Plan Website (https://deals.is.kroll.com/argo
(https://deals.is.kroll.com/argo) ) and the Company's website
(https://www.argoblockchain.com/investors/financial-information/uk-restructuring-plan
(https://www.argoblockchain.com/investors/financial-information/uk-restructuring-plan)
).

 

General

Documents relating to the Restructuring Plan, including details of how to vote
at the plan meetings being held on 2 December 2025, are available at
https://deals.is.kroll.com/argo (https://deals.is.kroll.com/argo) .

The Restructuring Plan has been structured to enable the Company to rely on
the exemption from registration provided by Section 3(a)(10) of the U.S.
Securities Act of 1933, as amended, and certain other available exemptions
under the U.S. Securities Act of 1933 and applicable state securities laws, in
each case with respect to securities expected to be issued under the plan.

For further information of a general nature regarding the Restructuring Plan
(including on the voting procedure), please contact Fladgate LLP, the
Company's legal advisers, and for further information on the voting procedure,
Noteholders and the Secured Lender should please contact the Information Agent
and Shareholders should please contact Computershare:

 

 FLADGATE LLP
 Email:      Argo@fladgate.com (mailto:Argo@fladgate.com)
 Address:    16 Great Queen Street, London, WC2B 5DG
 Attention:  Jeremy Whiteson
 THE INFORMATION AGENT
 Email:      argo@is.kroll.com (mailto:argo@is.kroll.com)
 Attention:  Argo team
 COMPUTERSHARE
 Email:      ir@argoblockchain.com (mailto:ir@argoblockchain.com)
 Attention:  Computershare
 THE RETAIL ADVOCATE
 Email:      jy@abadvocate.co.uk (mailto:jy@abadvocate.co.uk)
 Attention:  Jon Yorke

 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 the proposed Restructuring
Plan and its expected effects; Shareholders' ability to convert their ordinary
shares to ADSs and the Company's anticipated ratio change 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 conditions; the Company's ability to
implement the proposed Restructuring Plan on the expected timeline or at all;
the ability to retain the Company's listing on Nasdaq; operational, financial,
regulatory, tax and legal risks; assumptions underlying revenue, EBITDA and
valuation estimates; and the principal risks and uncertainties described in
the risk factors set forth in the Company's Annual Report and Financial
Statements and Form 20-F for the year ended 31 December 2024.

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