REG - Argo Blockchain PLC - Supplementary Explanatory Statement

Argo BlockchainAnnouncement

27/11/2025 07:00

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RNS Number : 1923J  Argo Blockchain PLC  27 November 2025

Press Release

27 November 2025

Argo Blockchain plc

("Argo" or "the Company")

Supplementary Circular to the Explanatory Statement

 

 

Argo Blockchain plc provides the following update regarding its proposed
restructuring plan under Part 26A of the Companies Act 2006 (the
"Restructuring Plan"). Yesterday, Argo published a Supplementary Circular to
the Explanatory Statement which provides key updates to Plan Participants
since release of the Explanatory Statement dated 7 November 2025.  This is
available on the Plan Website: https://deals.is.kroll.com/argodocs
(https://deals.is.kroll.com/argodocs) . The updates are summarised as follows:

 

Supplementary Export Evidence Report

The Company has further considered Kroll Advisory's valuation report in light
of questions raised by Mr Justice Hildyard at the convening hearing on 5
November 2025.  To address those questions, the Company has instructed Kroll
Advisory to prepare a supplementary expert evidence report. A copy of this
report is appended to the Supplementary Circular to the Explanatory Statement.

NASDAQ Update

A new paragraph 8.39 is to be added to the Explanatory Statement to provide an
update to Plan Participants regarding recent determinations by the Nasdaq
Hearings Panel (the "Nasdaq Panel"), with a view to ensuring Plan Participants
have all material information necessary for them to make an informed vote for
or against the Restructuring Plan at the Plan Meetings on 2 December 2025.
Pursuant to an amended decision letter dated 11 November 2025, the Nasdaq
Panel determined that the Restructuring Plan (i) does not constitute a
bankruptcy proceeding and (ii) does not constitute a business combination
resulting in a change in control, which in each case would have otherwise
required compliance with Nasdaq's initial listing criteria.

Conversion of Ordinary Shares to ADS

On 21 November 2025, the Company announced  through the regulatory news
service that, in addition to the Company establishing a matched bargain
trading facility with JP Jenkins, Shareholders also have the option to convert
their holding of ordinary shares into ADSs in accordance with the terms of the
depositary agreement, which, subject to the Company regaining and maintaining
compliance with the Nasdaq Stock Market's applicable listing criteria, can be
freely traded on the Nasdaq Stock Market.  For completeness, the terms of
that announcement are now incorporated into Part 3 of the Explanatory
Statement.

Stamp Duty Reserve Tax consequences of conversion of Ordinary Shares into ADSs

The Company has given further consideration to the tax effect of conversion of
Ordinary Shares into ADSs. The Company has been advised that the transfer of
the Ordinary Shares to the Depositary may give rise to a 1.5% charge to stamp
duty reserve tax on the market value of the Ordinary Shares at the date of
transfer.

JP Jenkins trading facility

The Company has provided further information about the JP Jenkins trading
facility.

To the extent that any Shareholder is unable to convert their existing equity
interests into ADSs and/or participate in the matched bargain facility, in
either case as a result of their existing intermediary broker being unable to
support such conversion or private market trading, such Shareholders should be
able to transfer their holdings to alternative intermediary brokers who are
able to action such conversion to ADSs or facilitate participation in the
matched bargain facility. If any Shareholder is unable to identify such an
appropriate intermediary broker, please contact the Company at
Argo@fladgate.com (mailto:Argo@fladgate.com) who will be able to assist in
providing a list of appropriate brokers providing such service. The Company
notes that JP Jenkins provide on its website a list of brokers who frequently
work with JP Jenkins. That list is available at brokers-list - JP Jenkins
(https://jpjenkins.com/brokers-list/) .

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 and transcript

 

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 and transcript
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; the Company's operating and financial outlook;
and internal estimates, projections, forecasts, and valuation analyses 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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