High Court sanctions Argo Blockchain restructuring plan despite procedural hurdle

The High Court of Justice has released its reasons for sanctioning a Part 26A restructuring plan for Argo Blockchain plc, clearing the way for a debt-for-equity rescue led by US-based Growler Mining Tuscaloosa LLC and allowing the cryptocurrency miner to avoid an imminent administration. In a detailed judgment handed down on 23 December 2025, Mr Justice Hildyard approved the plan notwithstanding a technical defect at the noteholder meeting, concluding that the statutory cross-class cram-down requirements were satisfied and that the plan was fair in substance.

Argo, which is dual-listed on the NASDAQ and the London Stock Exchange, had warned that, without Court approval of its plan, it would be forced into administration due to acute liquidity pressures and the absence of further external funding. The restructuring facilitates what the Court described as a rescue takeover by Growler, involving the release of Growler’s secured debt and the company’s unsecured notes, an equity injection of $3.5 million, and the transfer of approximately $18.4 million in cryptocurrency mining assets into the group. In return, Growler will receive 87.5% of the post-restructuring equity, noteholders 10%, and existing shareholders will be diluted to 2.5%, alongside a delisting from the LSE.

All three classes of stakeholders voted in favour of the plan by the requisite majorities, but the Court held that the noteholder meeting was not a valid “meeting” for the purposes of the Companies Act because only the chair attended in person, with votes cast by proxy. Treating the noteholders as a dissenting class, the judge proceeded to apply the cross-class cram-down test under section 901G, finding that noteholders would be no worse off under the plan than in the relevant alternative of an administration and wind-down, where recoveries were estimated at less than 1%.

Central to the Court’s analysis was whether the allocation of value among Growler, noteholders, and shareholders was fair. Relying on expert evidence from Kroll, Mr Justice Hildyard accepted that Growler was contributing the vast majority of the restructuring value through new capital, asset transfers, and debt write-offs, and that both noteholders and shareholders were receiving equity worth more than their economic position would justify in an insolvency. The Court rejected objections that shareholders should be wiped out entirely, noting that the additional equity allocated to junior stakeholders was effectively a “gift” from Growler and did not prejudice creditors relative to the alternative.

The judgment also addressed concerns raised by retail investors through an independently-appointed retail advocate, including low voter turnout, the impact of the LSE delisting on liquidity, and comparisons to US Chapter 11 absolute priority principles. The Court concluded that retail investors had been adequately informed, that alternative trading routes remained available through Nasdaq ADSs or matched bargain facilities, and that Part 26A does not mandate US-style priority rules.

Finally, the Court was satisfied that the plan was likely to be recognised and enforced in the United States, including for securities law purposes, and that there was no legal or practical “blot” rendering the plan unworkable. While granting sanction, Mr Justice Hildyard issued a pointed warning about the increasingly compressed timetables in restructuring plan cases, cautioning that the Court’s willingness to act urgently should not be taken for granted.

Read the decision here.

Professionals involved:

• Matthew Abraham and Rabin Kok of South Square (instructed by Fladgate) for Argo

• Joseph Curl KC of South Square (instructed by Greenberg Traurig) for Growler Mining Tuscaloosa, LLC, a supporting creditor

• William Day of 3 Verulam Buildings (instructed by McCarthy Denning LLP) for Jonathan Yorke, the Retail Advocate