ARBK Argo Blockchain
Filed: 8 Nov 21, 9:29am
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 2021
Commission File Number: 333-258926
Argo Blockchain plc
(Translation of registrant’s name into English)
16 Great Queen Street
London WC2B 5DG
(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): ☐
Proposed Public Offering dated 08 November 2021
8 November 2021
Argo Blockchain PLC
("Argo" or "the Company")
Argo Announces Proposed Public Offering of 8.75% Senior Notes Due 2026
Argo Blockchain, a global leader in cryptocurrency mining (LSE: ARB; NASDAQ: ARBK), announced today that it has filed a registration statement on Form F-1 with the United States Securities and Exchange Commission (the "SEC") relating to its proposed public offering (the "Offering") of 8.75% Senior Notes due 2026 (the "Notes"). Argo plans to offer the Notes in minimum denominations of $25.00 and integral multiples of $25.00 in excess thereof. The Company intends to use the net proceeds from this Offering for general corporate purposes, the construction of, and purchase of mining machines for, its Texas cryptocurrency mining facility and potentially acquisitions of, or investments in, complementary businesses in the cryptocurrency and blockchain technology industries.
In connection with the Offering, Argo has applied to list the Notes on the Nasdaq Global Select Market ("Nasdaq") under the symbol "ARBKL." If approved for listing, trading on Nasdaq is expected to commence within 30 business days after the Notes are first issued.
The Company and this issuance of Notes received a "B" rating from Egan-Jones Ratings Company, an independent, unaffiliated rating agency.
B. Riley Securities, Inc., D.A. Davidson & Co., Ladenburg Thalmann & Co. Inc. and William Blair & Co., L.L.C. will act as joint book-running managers for the Offering. EF Hutton, division of Benchmark Investments, LLC will act as lead manager for the Offering. Aegis Capital Corp., Alexander Capital L.P., Colliers Securities LLC, Northland Securities, Inc., Revere Securities LLC, Wedbush Securities Inc. and B.C. Ziegler & Company will act as co-managers for the Offering.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Notes may only be offered and sold under the Company's registration statement on Form F-1, which has been filed with the Securities and Exchange Commission ("SEC") but has not yet become effective. The Notes may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. A copy of the registration statement is available on the SEC's website at www.sec.gov. When available, copies of the preliminary prospectus related to the Offering may be obtained from the offices of B. Riley Securities, Inc. at 1300 North 17th Street, Suite 1400, Arlington, VA 22209, by calling (703) 312‐9580 or by emailing email@example.com.
This announcement contains inside information for the purposes of Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310.
For further information please contact:
via Tancredi +44 203 434 2334
+44 207 220 0500
Joint Corporate Broker
Sunila de Silva
Joint Corporate Broker
+44 207 186 9030
+44 204 526 4581
+44 7731 815 896
Tancredi Intelligent Communication
UK & Europe Media Relations
+44 7727 180 873
+44 7861 995 628
+44 7957 549 906
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this news release constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the proposed Offering and use of proceeds thereof. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements are identified by their use of terms and phrases such as "may," "expect," "estimate," "project," "plan," "believe," "intend," "achievable," "anticipate," "will," "continue," "potential," "should," "could," and similar terms and phrases. These statements are based on certain assumptions made by the Company based on management's experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements, including the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all as well as the ability and extent to which the Company can acquire mining machines on acceptable terms, the Company's build out of its Texas cryptocurrency mining facility or the Company's ability to identify acquisition and investment targets. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
Argo Blockchain plc is a global leader in cryptocurrency mining with one of the largest and most efficient operations powered by clean energy. The Company is headquartered in London, UK and its shares are listed on the Main Market of the London Stock Exchange under the ticker: ARB and on the Nasdaq Global Select Market in the United States under the ticker: ARBK.
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: 08 November, 2021|
ARGO BLOCKCHAIN PLC
Name: Peter Wall
Title: Chief Executive Officer
Name: Davis Zaffe
Title: General Counsel