Court sanctions Argo Blockchain’s Part 26A plan, clearing path for debt-for-equity reset and delisting

The High Court has sanctioned Argo Blockchain plc’s restructuring plan under Part 26A of the Companies Act 2006, completing a recapitalisation process that began in October as the crypto miner confronted prolonged industry volatility and mounting financial strain. The ruling, delivered on 10 December, gives legal effect to a compromise that converts Argo’s senior notes into equity, transfers control to its secured lender Growler Mining Tuscaloosa LLC, and removes the company from the London Stock Exchange’s Main Market.

Argo launched the Part 26A process after sustained pressure from falling bitcoin prices, uneven revenues, and rising energy costs tied to its large scale Quebec mining operation. The Court granted permission to convene creditor and shareholder meetings on 6 November, setting the plan on a fast-track timetable that moved through November and into December. Argo described the plan as a route to a rebalanced capital structure that would allow the dual-listed company to stabilise liquidity while preserving its Nasdaq presence.

At meetings held on 2 December, all three classes overwhelmingly approved the plan. Shareholders supported it with 81.7% of votes cast. Noteholders representing 100% in value voted in favour. Growler, the sole secured lender, also voted 100% in favour. A separate general meeting approved a Rule 9 waiver permitting Growler to receive a controlling equity stake without triggering a mandatory takeover offer.

The Court heard submissions from Argo, Growler, and the Court-appointed Retail Advocate at a sanction hearing on 8 December. The matter was adjourned for judgment to 10 December, when the Court confirmed it would sanction the plan. Trading in Argo’s London listed shares will end on 11 December and delisting will take effect on 12 December.

Implementation now shifts to a large-scale issuance of new equity. The plan provides for 2,885,767,520 new ordinary shares to be issued to a JPMorgan Chase Bank nominee for allocation to bondholders in exchange for the retirement of Argo’s 8.75% senior notes due 2026. A further 25,250,465,800 new shares will be issued to Growler’s nominee in consideration of its debt conversion, the transfer of Growler USCo Inc, and the provision of exit capital, as well as the release of its security package. Growler representative Ralfe Hickman will join the board as a director on 12 December.

Chief executive officer Justin Nolan said the plan leaves Argo with a recapitalised balance sheet, upgraded power infrastructure, and additional mining equipment supplied through the Growler transactions. The restructuring also ensures that Argo maintains its Nasdaq listing, which the board has described as central to its future strategy. Growler manager Stan Pate said the restructuring provides the foundation for a more robust mining and energy infrastructure business.

Argo relied on exemptions under the US Securities Act, including Section 3(a)(10), to issue securities under the plan without registration. The company had flagged this strategy when it launched the process, citing the need for a multi-jurisdictional solution suited to its London and Nasdaq investor base. The plan now becomes one of the most prominent crypto sector restructurings completed under the UK’s Part 26A regime.