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 July, 2023
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
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Exhibit
No.
1
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Description
PrimaryBid
Offer dated 18 July 2023
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THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, 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 AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES
OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021).
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
18 July 2023
ARGO BLOCKCHAIN PLC
("Argo" or "the Company")
PrimaryBid Offer
●
Argo announces a conditional
offer for subscription of new Ordinary Shares
via PrimaryBid;
●
The Issue Price for
the new Ordinary Shares is 10 pence
per new Ordinary Share representing 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
PrimaryBid Offer is available to both existing shareholders and new
investors;
●
Investors can access the
PrimaryBid Offer through PrimaryBid's
website and
on PrimaryBid's
app;
●
Investors can
also participate through PrimaryBid's extensive network of retail
brokers, wealth managers and investment platforms (subject to such
partners' participation), which includes AJ Bell, Hargreaves
Lansdown and interactive investor;
●
Applications
for new Ordinary Shares through
participating partners can be made from tax efficient savings
vehicles such as ISAs or SIPPs, as well as General Investment
Accounts (GIAs). Some partners may only accept applications from
existing shareholders;
●
There
is a minimum subscription of £250 per investor in the
PrimaryBid Offer;
●
No
commission will be charged to investors by PrimaryBid on
applications to the PrimaryBid Offer.
PrimaryBid Offer
Argo Blockchain PLC, a global leader in cryptocurrency mining (LSE:
ARB; NASDAQ: ARBK), is pleased to announce, a
conditional offer for subscription of new ordinary shares of
£0.001 each in the capital of the Company (Ordinary
Shares) via PrimaryBid at an issue
price of 10 pence per new Ordinary Share
(the Issue
Price), being
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 PrimaryBid Offer).
The Company is also conducting a placing of new Ordinary Shares at
the Issue Price by way of an accelerated bookbuilding process
(the Placing) as announced earlier today.
The PrimaryBid Offer is conditional on the new Ordinary Shares to
be issued pursuant to the PrimaryBid Offer and the Placing being
admitted to the standard listing segment of the Official List of
the Financial Conduct Authority and admitted to trading on the main
market for listed securities of London Stock Exchange plc
(Admission). Admission is expected to take place on or
before 8.00 a.m. on 24
July 2023.
The PrimaryBid Offer will not be completed without the Placing also
being completed, but the Placing is not conditional on the
PrimaryBid Offer.
The proceeds of the proposed Placing and PrimaryBid Offer
(Capital
Raise) will be used to reduce
the Company's outstanding indebtedness and to pursue strategic
growth projects.
The Company currently has approximately £59.1 million of debt
outstanding, including approximately £25.0 million owed to
Galaxy Digital under an asset-backed loan and approximately
£31.4 million of senior unsecured notes. The Company believes
that using a portion of the proceeds to reduce its indebtedness
will be accretive to shareholders by reducing interest expense and
strengthening the balance sheet.
The Company is evaluating a number of novel opportunities with
power generators to help capture the full economic value of their
stranded or underutilized energy. A portion of the proceeds from
the Capital Raise will be used to pursue growth projects of this
nature, which the Company believes will create long term
shareholder value.
The Company operates two mining facilities located in Quebec and
Texas and has offices in the US, Canada and the UK. The Company
aims to provide efficient and cost-effective mining operations by
utilising renewable energy sources.
Reason for the PrimaryBid Offer
While the Placing has been structured as a non-pre-emptive offer
within the Company's existing authorities from shareholders for
non-pre-emptive offers so as to minimise cost, complexity and time
to completion, the Company has a significant and valued retail
investor base and is therefore pleased to provide retail investors
with the opportunity to participate in the PrimaryBid Offer, so as
to enable access to Placing Shares at the same time and price as
institutional investors.
Existing shareholders and new investors can access the PrimaryBid
Offer through PrimaryBid's
website and
on PrimaryBid's
app. The
PrimaryBid app is available on the UK Apple App Store and Google
Play Store.
Investors can also participate through PrimaryBid's extensive
partner network of investment platforms, retail brokers and wealth
managers, subject to such partners' participation. Participating
partners include:
●
Hargreaves
Lansdown; and
Applications for new Ordinary Shares through
participating partners can be made from tax efficient savings
vehicles such as ISAs or SIPPs, as well as GIAs. Some partners may
only accept applications from existing
shareholders.
After consideration of the various options available to it, the
Company believes that the separate PrimaryBid Offer is in the best
interests of shareholders, as well as wider stakeholders in the
Company.
The PrimaryBid Offer will open to investors resident and physically
located in the United Kingdom following the release of this
Announcement. The PrimaryBid Offer is expected to close at 8.00
p.m. on 18 July 2023 and may close early if it is
oversubscribed.
There is a minimum subscription amount of £250 per
investor in the PrimaryBid
Offer.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the PrimaryBid Offer without
giving any reason for such rejection.
Investors who apply for new Ordinary Shares through
PrimaryBid's website or PrimaryBid's app will not be charged any
fee or commission by PrimaryBid. It is vital to note that once an
application for new Ordinary Shares has been made and accepted via
PrimaryBid, an application cannot be withdrawn.
Investors wishing to apply for new Ordinary Shares through
their investment platform, retail broker or wealth manager using
their ISA, SIPP or GIA should contact them for details of the
process, their terms and conditions and any relevant fees or
charges.
The new Ordinary Shares to be issued pursuant to the
PrimaryBid Offer will be issued free of
all liens, charges and encumbrances and will, when issued and fully
paid, rank pari
passu in
all respects with the new Ordinary Shares to be issued
pursuant to the Placing and the Company's existing Ordinary
Shares.
For further information on PrimaryBid, the PrimaryBid Offer or for
a copy of the terms and conditions (including the procedure for
application and payment for new Ordinary Shares) that
apply to registered users of PrimaryBid in addition to the terms
and conditions set out in this Announcement,
visit www.PrimaryBid.com or
email PrimaryBid at enquiries@primarybid.com.
Brokers wishing to offer their customers access to the PrimaryBid
Offer and future PrimaryBid transactions, should
contact partners@primarybid.com.
Important notices
The PrimaryBid Offer is offered under the exemptions from the need
for a prospectus allowed under the FCA's Prospectus Regulation
Rules. As such, there is no need for publication of
a prospectus pursuant to the Prospectus Regulation Rules, or
for approval of the same by the Financial Conduct Authority (as
competent authority under Regulation (EU) 2017/1129 as it forms
part of retained EU law as defined in the European Union
(Withdrawal) Act 2018).
The PrimaryBid Offer is not being made into the United States,
Australia, Canada, the Republic of South Africa, Japan or any other
jurisdiction where it would be unlawful to do so.
This Announcement is not for publication or distribution, directly
or indirectly, in or into the United States of America. This
Announcement is not an offer of securities for sale into the United
States. The securities referred to herein have not been and will
not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
This Announcement and the information contained herein, is
restricted and is not for publication, release or distribution,
directly or indirectly, in whole or in part, in or into 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.
Investors should make their own investigations into the merits of
an investment in the Company. Nothing in this Announcement amounts
to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for new Ordinary Shares and
investment in the Company carries a number of risks. Investors
should consider the risk factors set out in the Company's 2022
Annual Report, on www.PrimaryBid.com and
the PrimaryBid app before making a decision to subscribe for new
Ordinary Shares. Investors should take independent advice from a
person experienced in advising on investment in securities such as
the new Ordinary Shares if they are in any
doubt.
For further information please contact:
|
Argo Blockchain
|
|
|
Investor Relations
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ir@argoblockchain.com
|
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Tennyson Securities
|
|
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Joint
Corporate Broker
Peter Krens
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+44 207 186 9030
|
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Tancredi Intelligent Communication
UK
& Europe Media Relations
|
|
|
Salamander Davoudi
Emma Valgimigli
Fabio Galloni-Roversi Monaco
Nasser Al-Sayed
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argoblock@tancredigroup.com
|
About Argo:
Argo Blockchain plc is a dual-listed (LSE: ARB; NASDAQ: ARBK)
blockchain technology company focused on large-scale cryptocurrency
mining. With mining facilities in Quebec, mining operations in
Texas, 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.
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:
18 July, 2023
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ARGO BLOCKCHAIN PLC
By:
/s/ Jim
MacCallum
Name:
Jim MacCallum
Title:
Chief Financial Officer
By:
/s/ Davis
Zapffe
Name:
Davis Zapffe
Title:
General Counsel
|
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