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
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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
Conversion
to ADS / Timetable / Town Hall Video dated 21 November
2025
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Press Release
21 November 2025
Argo Blockchain plc
("Argo" or "the Company")
Conversion to American Depositary Shares
Timetable
Town hall meeting video
Argo Blockchain plc provides the following updates regarding its
proposed restructuring plan under Part 26A of the Companies Act
2006 (the "Restructuring
Plan").
Conversion to American Depositary Shares
If the Restructuring Plan is sanctioned by the High Court of
Justice in London (the "Court"), the Company will be de-listed from
the London Stock Exchange. The Company will establish a
matched bargain facility with JP Jenkins to permit trading of its
ordinary shares "off-market" post de-listing for a period of six
months. Shareholders also have the option to convert their
holding of ordinary shares into American Depositary Shares
("ADSs"), which, subject to the Company regaining and
maintaining compliance with The Nasdaq Stock Market LLC's
("Nasdaq's") applicable listing criteria, can be freely traded on
Nasdaq.
Shareholders wishing to convert ordinary shares into ADSs should
contact their broker or investment advisor with instructions to
transfer ordinary shares to JPMorgan Chase Bank, London, as
custodian (see
https://adr.com/drprofile/040126104).
JPMorgan Chase Bank, N.A., as depositary for the ADSs (the
"Depositary"), will charge a fee of US$5.00 (five US dollars)
for each 100 ADSs (or portion thereof) issued upon conversion of
ordinary shares for conversions occurring both before and, if
sanctioned, after the implementation of the Restructuring Plan; the
Shareholder's stockbroker may also charge fees.
To convert ordinary shares into ADSs before implementation of the
Restructuring Plan, Shareholders will need to convert a minimum of
ten ordinary shares because one ADS currently represents ten
ordinary shares.
To convert ordinary shares into ADSs after implementation of the
Restructuring Plan, Shareholders will need to convert a minimum of
2,160 ordinary shares, because Argo will adjust the ADS ratio so
that one ADS will represent 2,160 ordinary shares. The ratio
change is necessary for the Company to regain compliance with
Nasdaq listing requirements.
The effect of the ratio change will be that persons with an
interest (through the holding of ADSs) in fewer than 2,160 ordinary
shares will be left with an entitlement to a fractional interest in
an ADS. Where this happens, the Depositary will arrange for all
fractional entitlements to be aggregated and sold and will
distribute the sale proceeds (net of transaction fees) on a pro
rata basis to ADS holders that would otherwise be entitled to
receive a fractional ADS according to the extent of their
fractional interests. If the result of the ratio change is that an
ADS holder does not receive a whole ADS or any distribution from
the liquidation of all aggregated fractional entitlements, they
will be entitled, upon request to the Company, to claim US$1 in
aggregate for their interests in ADSs in accordance with the
Restructuring Plan.
Neither the Company, nor the Depositary, makes any recommendation
as to whether or when or not to convert to ADSs. Shareholders
are strongly recommended to consult their stockbroker, solicitor,
accountant or other appropriate independent financial adviser
authorised under the Financial Services and Markets Act 2000 (as
amended), if they are resident in the United Kingdom, or if not,
from an appropriately authorised independent financial
adviser.
Timetable and voting
The key times and dates of the Restructuring Plan are as
follows:
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Event
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Time (GMT) and date
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Shareholder plan meeting
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2.00 p.m. on 2 December 2025
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General meeting of Shareholders to consider Rule 9
waiver
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2.30 p.m. on 2 December 2025
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Noteholder plan meeting
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3.00 p.m. on 2 December 2025
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Secured Lender plan meeting
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4.00 p.m. on 2 December 2025
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Court sanction hearing
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Time to be confirmed on 8 December 2025
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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).
For assistance in completing the form, Noteholders and the Secured
Lender should contact Kroll Issuer Services Limited, telephone +44
20 7089 0909 or email [email protected]
Town hall meeting video
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 of it has been uploaded to both
the Plan Website (https://deals.is.kroll.com/argo)
and the Company's website (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.
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:
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FLADGATE LLP
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Email:
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Address:
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16 Great Queen Street, London, WC2B 5DG
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Attention:
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Jeremy Whiteson
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THE INFORMATION AGENT
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Email:
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Attention:
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Argo team
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COMPUTERSHARE
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Email:
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Attention:
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Computershare
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THE RETAIL ADVOCATE
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Email:
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Attention:
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Jon Yorke
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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; Shareholders' ability to convert their ordinary shares to
ADSs and the Company's anticipated ratio change 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.
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Date:
21 November, 2025
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ARGO BLOCKCHAIN PLC
By:
/s/ Justin
Nolan
Name:
Justin Nolan
Title:
Chief Executive Officer
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