UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 6-K
_____________________
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2025
Commission File Number: 001-40816
_____________________
Argo Blockchain plc
(Translation of registrant’s name into English)
_____________________
Eastcastle House
27/28 Eastcastle Street
London W1W 8DH
England
(Address of principal executive office)
_____________________
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT INDEX
|
Exhibit
No.
1
|
Description
Convening
Hearing Results and Notice of GM dated 07 November
2025
|
Press Release
7 November 2025
Argo Blockchain plc
("Argo" or "the Company")
Court Approval to Convene Plan Meetings
Notice of General Meeting
Argo Blockchain plc announces that the High Court of Justice in
London has approved the convening of creditor and member meetings
(the "Plan Meetings") in connection with the Company's proposed
restructuring plan under Part 26A of the Companies Act 2006 (the
"Restructuring Plan"). The Convening Hearing took place on 5
November 2025 and the Court's order was made on 6 November
2025.
Court Decision
At the Convening Hearing, the Court granted the Company's
application to convene three Plan Meetings - one each for (i)
Shareholders, (ii) Noteholders (8.75% Senior Notes due 2026, ticker
ARBKL), and (iii) the Secured Lender (Growler Mining Tuscaloosa,
LLC) ("Growler").
Plan Meetings and Next Steps
In accordance with the Court's directions, the Plan Meetings will
be held on 2 December 2025, with the Sanction Hearing scheduled for
8 December 2025. If sanctioned by the Court, the
Restructuring Plan is expected to be implemented on or shortly
after 8 December 2025. In addition to the Plan Meetings, the
Company has also convened a general meeting for 2 December 2025,
further details of which are set out under the heading "General
Meeting" below.
The timetable for these meetings is as follows:
|
Time
and date of the Plan Members' Meeting
|
2.00
p.m. on 2 December 2025
|
|
Time and date of the shareholders' General Meeting
|
2.30 p.m. on 2 December 2025
|
|
Times and date of the Plan Creditors' Meetings
|
3.00 p.m. and 4.00 p.m. on 2 December 2025
|
The Plan Meetings will be held online. Details
are set out in the Restructuring Plan Circular and
at https://deals.is.kroll.com/argo (the
"Plan Website"). The Company has posted to shareholders a
voting form for the Plan Members' Meeting. Holders of
American Depositary Shares will receive voting forms via the
depositary, JPMorgan Chase Bank, N.A. Plan Creditors will
receive voting forms via the Company's information agent, Kroll
Issuer Services Ltd; further details are on the Plan
Website.
As is the Company's normal practice, the shareholder General
Meeting will be an in-person meeting, with the facility to join
online. Details are set out in the circular dated 6 November
2025 that has been posted to shareholders.
The Explanatory Statement, incorporating the Restructuring Plan,
has been uploaded to the
Plan Website at https://deals.is.kroll.com/argo
Summary of Restructuring Plan Terms
The Restructuring Plan proposes a comprehensive recapitalisation
and balance-sheet restructuring of Argo Blockchain plc designed to
stabilise the Company's financial position, resolve secured and
unsecured liabilities, and position the Group for sustainable
growth.
Key terms of the Restructuring Plan include:
●
Secured
Debt Conversion: the full equitisation of Growler's secured debt
into new ordinary shares (to be held as American Depositary
Shares), together with release of its existing liens and security
interests across UK, US, and Canadian subsidiaries.
●
Noteholder
Treatment: the exchange of the 8.75% Senior Notes due 2026 (ARBKL)
for a pro rata allocation of 10% of the enlarged issued share
capital of the Company.
●
Equity
holders: the holders of the current issued share capital (including
those who hold ordinary shares in the form of American Depositary
Shares) will see their aggregate interest in the Company diluted to
2.5% of the enlarged issued share capital.
●
Corporate
and Listing Structure: delisting of the Company's shares from the
London Stock Exchange while intending to maintain its Nasdaq
listing, subject to compliance with applicable listing criteria,
with an updated ADR ratio from 1 ADR = 10 ordinary shares to a
ratio of 1 ADR = 2,160 ordinary shares
post-recapitalisation.
Upon completion of the Restructuring Plan in December 2025, Growler
will receive its 87.5% interest in equity interests in the Company
in exchange for the following: (i) its secured loans to the
Company, which are anticipated to have been fully drawn in an
aggregate amount of US$7.5 million, (ii) its contributed exit
capital of US$3.5 million, and (iii) its contributed assets with an
estimated book value of between US$25 million and US$30
million.
In order to have the Court sanction the Restructuring Plan, Argo
must demonstrate that the Restructuring Plan shows a fair
allocation of the restructuring surplus among all Plan Participants
(as defined in the Restructuring Plan). Part of this
assessment of fairness includes establishing that Plan Participants
are in no worse position than they would be in the "Relevant
Alternative" (the so called "no worse off" test). To this
end, Argo has filed with the Court a copy of expert reports
prepared by Kroll Advisory Ltd. and Kroll Financial Advisory
Services, acting as the Company's independent valuation and
restructuring advisers. The Relevant Alternative in the Company's
case would be an insolvency process.
The Relevant Alternative analysis concluded that, if the
Restructuring Plan were not implemented, the enterprise value of
the Company would be approximately US$8 million with a 0.72%
recovery to unsecured creditors (including noteholders), with no
recovery to shareholders and a 100% recovery for Growler, as
secured creditor.
The Valuation and Plan Benefits analysis determined a going-concern
enterprise-value range of approximately US$30.5 million - US$35.3
million and a derived equity-value range of approximately US$25.3
million - US$30.1 million, indicating that the Company's value as a
going concern is higher than in the liquidation scenario and that
accordingly Plan Participants would be no worse off under the
Restructuring Plan.
The no worse off test is, however, only one of a number of factors
that the Court will consider when deciding whether or not to
sanction the Restructuring Plan. Fairness is the overriding
consideration for the Court.
Current financial position
To date, the liquidity position of the Company and its subsidiaries
("Group") remains critically constrained. Prior to the entry into
the loan facility with Growler, the Group's available cash was
limited to approximately US$753,000 as at 7 September 2025. The
Group has continued to incur operating losses since September 2025
and is primarily being supported by the Growler facility. The Group
urgently requires an injection of new money and the creation of a
stable financial platform to be able to meet the fixed and variable
costs payable to its critical unsecured creditors and other
creditors of the Group to be able to continue as a going
concern. It is intended that that the Restructuring
Plan will resolve these issues and return the Company to a stable
footing.
Tax liabilities
Argo Innovation and Argo Quebec are subject to ongoing federal and
provincial tax reassessments in Canada covering the 2021 and 2022
tax years. Whilst this liability is at the subsidiary level, this
has had the effect of creating a drag on the Company and
exacerbating the inability of the Company and the Group to raise
further working capital. The reassessments by the Canada
Revenue Agency and Revenu Québec are being formally contested
by Argo Innovation and Argo Quebec (as appropriate), with
enforcement stayed pending the outcome of the objection
process. The Group has not taken a financial reserve for the
potential liability, having taken into account, for financial
reporting purposes, the probability and remoteness of a successful
assessment.
General meeting
The Company has called a general meeting of shareholders for 2.30
p.m. on 2 December 2025 at the offices of Fladgate LLP, 16 Great
Queen Street, London WC2B 5DG ("General Meeting"). This meeting
is in
addition to the meeting of
shareholders convened by the Court to consider the Restructuring
Plan. The General Meeting will consider and, if thought fit,
approve a waiver of Rule 9 of the Takeover Code, such approval
being a condition of the Restructuring Plan. A circular,
incorporating the notice of General Meeting has been posted to
shareholders.
The implementation of the Restructuring Plan will result in Growler
acquiring interests in shares carrying more than 30% of the
Company's voting rights. Under the Takeover Code, Growler's
acquisition would trigger an obligation on Growler to make a
mandatory offer to the remaining shareholders in Argo. The
Restructuring Plan is, therefore, conditional upon the Takeover
Panel agreeing to a waiver of the obligation under Rule 9 to make a
mandatory offer, subject to independent shareholders approving that
waiver. If shareholders do not approve the Rule 9 waiver, Argo
intends to apply to the Panel to request that the Panel permit a
dispensation under section 2(c) of the Introduction of the Takeover
Code from the obligation that would otherwise arise on Growler to
make a mandatory offer under Rule 9 in order to facilitate the
rescue of Argo which is in serious financial
difficulty.
General
Copies of the bundles of evidence filed by Argo at Court are
available to Plan Participants upon request to argo@is.kroll.com or
argo@fladgate.com.
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 please contact:
|
Argo
Blockchain
|
|
|
Investor
Relations
|
ir@argoblockchain.com
|
|
Information
Agent - Kroll Issuer Services
|
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 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.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
Date:
07 November, 2025
|
ARGO BLOCKCHAIN PLC
By:
/s/ Justin
Nolan
Name:
Justin Nolan
Title:
Chief Executive Officer
|
