TIDMARB
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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR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 GBP0.001 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 GBP5.134 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 GBP616,000.
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
GBP5.75 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
Peter Krens +44 207 186 9030
------------------------------
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.
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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.
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Quantum of proceeds In aggregate, the Capital Raise raised gross proceeds of approximately
GBP5.75 million and net proceeds of approximately GBP5.39 million.
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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.
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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.
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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.
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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.
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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
INTED 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 o er 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 su cient 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.
This information is provided by RNS, the news service of the
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END
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