TIDMARB
RNS Number : 4310G
Argo Blockchain PLC
18 July 2023
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 GBP250 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 GBP0.001 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 GBP59.1 million of debt
outstanding, including approximately GBP25.0 million owed to Galaxy
Digital under an asset-backed loan and approximately GBP31.4
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:
-- 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 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 GBP250 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 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
------------------------------
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
.
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END
IOEBRGDRIGBDGXI
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