Investors

Argo Blockchain PLC is a global data centre business that provides a powerful and efficient platform for cryptocurrency mining operations. The company is headquartered in London, UK, with operations in strategic locations in North America, and its shares are listed on the Main Market of the London Stock Exchange under the ticker: ARB.

Share Price

Argo Blockchain plc is incorporated under the laws of England and Wales under CA 2006. The Company, registered number 11097258, is subject to the City Code.

Argo Blockchain plc shares are traded on the London Stock Exchange Main Market.
The Argo Blockchain plc ticker code is ARB.

As of today’s date, the total issued share capital of the Company is 293,750,000 ordinary shares of £0.001 each.

No securities are held as treasury shares. There are no restrictions on the transfer of shares.

Company Advisors

Registered Office

Room 4, 1st Floor,
50 Jermyn Street,
London, UK
SW1Y 6LX

Corporate Broker

finnCap
One Bartholomew Close,
London, EC1A 7BL, UK

UK Solicitors to the Company

Fladgate LLP,
16 Great Queen Street,
London, WC2B 5DG, UK

Auditors and Reporting Accountants

PKF Littlejohn LLP,
15 Westferry Circus,
Canary Warf,
London, E14 4HD, UK

Registrar

Computershare Investor Services PLC,
The Pavilions,
Bridgwater Road,
Britsol, BS13 8AE, UK

Public Relations

Tancredi Group,
Third Floor
27 Dover Street, London
W1S 4LZ, UK,
+44 203 434 2334
[email protected]


RNS (Regulatory News Service)

Recent RNS

RNS Email Alerts


Significant Shareholders

As of today’s date, as far as the Directors are aware, the following shareholders are Company Directors or interested in 3% or more of the issued share capital of the Company.

First Investments Holding Ltd Ordinary Shares: 41,100,000 % of Share Capital: 13.99%
Hadron Capital Ordinary Shares: 13,548,000 % of Share Capital: 4.61%
Trium Capital Ordinary Shares: 9,750,000 % of Share Capital: 3.32%
Ironport Blockchain Financial Inc. Ordinary Shares: 9,000,000 % of Share Capital: 3.06%
Peter Wall Ordinary Shares: 570,000 % of Share Capital: 0.19%

The QCA 10 Principles of Corporate Governance

The Board of Directors of Argo Blockchain Plc recognizes the importance of sound corporate governance and has decided to apply the Corporate Governance Code published by the Quoted Companies Alliance (the ”QCA Code”). The QCA Code sets out a standard of minimum best practice for small and midsize quoted companies. The QCA’s ten principles of corporate governance are set out below together with reference to the relevant pages of the Group’s 2018 Annual Report.

Principle 1: Establish a strategy and business model which promotes long-term value for shareholders

The Group is a UK based provider of cryptocurrency mining services with its mining facilities located in Canada. The business focusses on acquiring the most up to date and efficient hardware to support its mining facilities at the most cost-effective prices and utilizes hydro electrical power at the most competitive prices.

See Chairman’s Statement and Strategic Report for further details.

Principle 2: Seek to understand and meet shareholder needs and expectations

The Group seeks to communicate with shareholders to ensure that its financial performance and strategy are clearly understood. This is achieved through regular updates by RNS to the London Stock Exchange and meetings with various shareholders. The Group attends investor conferences in the UK and ensures its website provides accurate information and is kept up to date.

See Directors’ Report and Corporate Governance Report.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

Our stakeholder groups include our employees in Canada and our business partners. Employees are kept up to date as much as possible by way of weekly meetings and have access to the Board at all times. We aim to recruit and retain our staff by ensuring our pay and conditions are competitive in the market place and offer training where appropriate. We seek to maintain a good business relationship with our business partners who are well-respected experts in their field.

See Corporate Governance Report.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation
Controls

The Group has only four directors and four employees and as such maintains internal financial controls commensurate with that small number. The Board is responsible for overall company strategy and ensuring it is implemented and operates close supervision of all purchasing and revenue functions.

Regular financial reporting is performed in Canada and the UK and consolidated results are prepared by the Finance Director and reviewed by the Board and clarification sought where necessary. Due to the small number of directors and employees, there is much closer supervision of all aspects of the business by the Chairman and President which allows for action to be taken if inefficiencies or irregularities are uncovered.

See Strategic Report.

Principle 5: Maintain the board as a well-functioning, balanced team led by the chair

The Board includes the Executive Chairman, Executive President, Finance Director and Non-Executive Director. The Board considers that each director has the required level of expertise and experience in his field and regular Board meeting are held to discuss all key matters.

See Directors’ Report and Directors biographies.

Principle 6: Ensure that, between them, the directors have the necessary up-to-date experience, skills and capabilities

The Board considers that as a whole it contains individuals who between them have the necessary level of skills and experience in the field in which they operate. All the directors receive regular updates on the Group’s operational and financial performance and attend frequent Board meeting where key issues are discussed at length. The Board is responsible for the appointment, removal and re-election of directors and when such a decision is required it will take account of the Company’s need for a balance of market, operational and financial expertise. All directors have the ability to take independent professional advice at the company’s expense where they consider it necessary to ensure they fulfill their duties in an appropriate manner.

See Remuneration Report

Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.

The Board is constantly reviewing the Group’s and its own performance.

See Remuneration Report.

Principle 8: Promote a corporate culture that is based on ethical values and behaviours

The Board considers it acts in a professional manner at all times and imparts that corporate culture throughout the Group. It also considers that at all times it promotes ethical values and behaviour to its employees.

See the Background to the Team on the website.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision making by the board

As a company with a Standard Listing, the Company is not required to comply with the provisions of the Corporate Governance Code published by the Financial Reporting Council (FRC Corporate Governance Code). The Company notes that it will not undertake the following steps required by the FRC Corporate Governance Code in that:

  • given the size of the Board and the Company’s current status, certain provisions of the FRC Corporate Governance Code (in particular the provisions relating to the composition of the Board and the division of responsibilities between the Chairman and chief executive and executive compensation), are not being complied with by the Company as the Board considers these provisions to be inapplicable to the Company;
  • the Company will not initially have separate audit and risk, nominations or remuneration committees. The Board as a whole will instead review audit and risk matters, as well as the Board’s size, structure and composition and the scale and structure of the Directors’ fees, taking into account the interests of Shareholders and the performance of the Company, and will take responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company’s financial statements and take responsibility for any formal announcements on the Company’s financial performance;
  • the FRC Corporate Governance Code recommends that the submission of all directors for re-election at annual intervals. None of the Directors will be required to be submitted for re-election until the first annual general meeting of the Company;
  • the Board does not comply with the provision of the FRC Corporate Governance Code that at least half of the Board, excluding the Chairman, should comprise non-executive directors determined by the Board to be independent. In addition, the Company has not appointed a senior independent director. The Company intends to appoint additional independent non-executive directors in the future so that the Board complies with these provisions.

However, in the interests of observing best practice on corporate governance, the Company intends to comply with the provisions of the Corporate Governance Code published by the Quote Companies Alliance (QCA Corporate Governance Code) insofar as is appropriate having regard to the size and nature of the Company and the size and composition of the Board.

The Company’s Standard Listing means that it is also not required to comply with those provisions of the Listing Rules which only apply to companies on the Premium List. The UK Listing Authority will not have the authority to (and will not) monitor the Company’s compliance with any of the Listing Rules which the Company has indicated that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the Company so to comply.

See Corporate Governance section in Directors’ Report.

Principle 10: Communicate how the company is governed and is performing by maintaining dialogue with shareholders and other relevant stakeholders

By way of the Annual Report & Accounts, half year Interims, General Meetings, Annual General Meetings and RNS Market updates the Company communicates with its existing and potential shareholders. In addition, the Company has a comprehensive website www.argomining.co

See Directors’ Report.

Application of Principles

As a company with a Standard Listing, the Company is not required to comply with the provisions of the Corporate Governance Code published by the Financial Reporting Council (FRC Corporate Governance Code). The Company notes that it will not undertake the following steps required by the FRC Corporate Governance Code in that:

  • given the size of the Board and the Company’s current status, certain provisions of the FRC Corporate Governance Code (in particular the provisions relating to the composition of the Board and the division of responsibilities between the Chairman and chief executive and executive compensation), are not being complied with by the Company as the Board considers these provisions to be inapplicable to the Company;
  • the Company will not initially have separate audit and risk, nominations or remuneration committees. The Board as a whole will instead review audit and risk matters, as well as the Board’s size, structure and composition and the scale and structure of the Directors’ fees, taking into account the interests of Shareholders and the performance of the Company, and will take responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company’s financial statements and take responsibility for any formal announcements on the Company’s financial performance;
  • the FRC Corporate Governance Code recommends that the submission of all directors for re-election at annual intervals.; None of the Directors will be required to be submitted for re-election until the first annual general meeting of the Company; and
  • the Board does not comply with the provision of the FRC Corporate Governance Code that at least half of the Board, excluding the Chairman, should comprise non-executive directors determined by the Board to be independent. In addition, the Company has not appointed a senior independent director. The Company intends to appoint additional independent non-executive directors in the future so that the Board complies with these provisions.

However, in the interests of observing best practice on corporate governance, the Company intends to comply with the provisions of the Corporate Governance Code published by the Quote Companies Alliance (QCA Corporate Governance Code) insofar as is appropriate having regard to the size and nature of the Company and the size and composition of the Board.

The Company’s Standard Listing means that it is also not required to comply with those provisions of the Listing Rules which only apply to companies on the Premium List. The UK Listing Authority will not have the authority to (and will not) monitor the Company’s compliance with any of the Listing Rules which the Company has indicated that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the Company so to comply. However, the FCA would be able to impose sanctions for non-compliance where the statements in this Prospectus are themselves misleading, false or deceptive.

Argo Blockchain plc is subject to the City Code on Takeovers and Mergers.

Directors

The Board is responsible for the Company’s objectives and business strategy and its overall supervision. Acquisition, divestment and other strategic decisions will all be considered and determined by the Board.

The Board will provide leadership within a framework of appropriate and effective controls. The Board will set up, operate and monitor the corporate governance values of the Company, and will have overall responsibility for setting the Company’s strategic aims, defining the business objective, managing the financial and operational resources of the Company and reviewing the performance of the officers and management of the Company’s business. The Board will take appropriate steps to ensure that the Company complies with Listing Principles 1 and 2 as set out in Chapter 7 of the Listing Rules and (notwithstanding that they only apply to companies with a Premium Listing) the Premium Listing Principles as set out in Chapter 7 of the Listing Rules.

The Company supports the concept of an effective Board leading and controlling the Company. The Board is responsible for approving Company policy and strategy. It meets quarterly and has a schedule of matters specifically reserved to it for decision. Management supply the Board with appropriate and timely information and the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professionals at the Company’s expense. Training is available for new Directors and other Directors as necessary.

All Directors are subject to re-election every three years and, on appointment, at the first AGM after appointment.

There is no separate nomination committee, given the size of the Board. All Director appointments are approved by the Board as a whole.

Communications with shareholders

Communications with shareholders are given a high priority. In addition to the publication of an annual report and an interim report, there will be regular dialogue with shareholders and analysts. The Annual General Meeting is viewed as a forum for communicating with shareholders, particularly private investors. Shareholders may question the Chairman and other members of the Board at the Annual General Meeting. All published information for shareholders is also available on the Company website, including annual and interim reports, circulars, announcements and significant shareholdings.

On 27 February 2018 the Company entered into a relationship agreement with Durban Holdings Ltd. pursuant to which the Company and Durban agreed certain matters, including but not limited to undertakings from Durban to ensure that the Company will be capable at all times of carrying on its business independently of the influence from Durban, and granting Durban the right to nominate a representative to the board of the Company for so long as it owns at least 15 per cent. of the issued share capital of the Company. The initial representative of Durban Holdings Ltd. on the board of the Company is Mike Edwards. Durban Holdings Ltd. is a company which is jointly owned by Jonathan Bixby and Mike Edwards, directors of the Company.

Accountability and Audit

The Board presents a balanced and understandable assessment of the company’s position and prospects in all interim and price sensitive reports to regulators as well as in the information required to be presented by statutory requirements. There is no separate audit committee, given the size of the Board. All matters normally considered by an Audit & Risk Committee are considered by the Board as a whole.

Internal control

The Directors acknowledge they are responsible for the Company’s systems of internal control and for reviewing the effectiveness of these systems. The risk management process and systems of internal control are designed to manage rather than eliminate the risk of the company failing to achieve its strategic objectives. It should be recognised that such systems can only provide reasonable and not absolute assurance against material misstatement or loss.


AGM - 25 June 2020

Argo Shareholders: Thank you for the many questions you sent regarding the Company.

This Q&A process is designed to help us answer questions which would ordinarily have been asked and answered in the Annual General Meeting. In order for us to provide concise, consistent answers, we have collated the questions raised into common themes and have answered them below. 

In some cases, where information has already been made public by the Company (for example, it can be found in the Company’s RNS announcements or Report & Accounts), where answering would involve the release of confidential information, or would involve the premature release of inside information (in which case, further details will be found in upcoming announcements and interim reporting), the questions and answers have not been included. Where questions are not related to the business of the Company or it is undesirable in the interests of the Company to answer the question, these have not been published or answered.

If you feel that your question does not fall within one of the above categories and has not been answered, or would like to ask further questions, please contact us on [email protected] with details of your concern.


In 2019 the Company transitioned from its ‘start-up’ phase to its ‘rapid growth’ phase, whilst also pivoting from the Mining-as-a-Service model to mining for itself, and incurred considerable costs whilst doing so, including an extraordinary general meeting of shareholders. Costs are detailed in Note 8 to the 2019 accounts with notable items being legal and professional fees, and costs related to changes in management. Administrative expenses also include foreign exchange losses and crypto asset fair value movements, for which the majority of each category were accounting losses rather than cash losses.

Argo’s management team is new for 2020, and their immediate focus is operational excellence and are actively seeking to reduce costs, review service contracts and align policies, including management bonuses, to be in keeping with its strategy for cost-efficient operations. Argo anticipates that its overall 2020 administrative costs will be materially reduced from the prior year and will analyse and report on these changes in the 2020 half-year results.

Argo’s facilities are spread throughout North America and is headquartered in the UK. From time to time the presence of Argo’s staff is required in other locations. However, as part of management’s cost-cutting drive, travel is being monitored closely and the team is using virtual meetings wherever possible. We expect Company travel costs in 2020 to be materially reduced from 2019.

Management is considering its options with regards to FX losses, for which a large percentage comes from accounting losses on the intra group loan. It should be noted that the intra group loan is subject to foreign exchange movements in the Canadian dollar, which has generally improved since the 2019 year-end.

The life span of mining rigs vary, but are generally around 3-4 years. Our depreciation policy is matched to the useful life of the rigs, on a straight-line basis. The ‘payback’ period changes on a daily and weekly basis, depending on price, difficulty and purchase price.

The London office space is primarily used as a registered office, for receipt of post, and for Company meetings from time to time. The cost is £275 per month and is disclosed in Note 28 to the 2019 accounts.

The 30 June 2020 report will be released on a timely basis, well within the statutory guidelines of 3 months.

The Company is following a rules-based asset management strategy, which is adjusted based on internal and external factors. Operational cash and working capital is prioritised through converting mined crypto assets into cash multiple times a week. Remaining crypto assets then contribute to a holding target, which is variable, and based on several factors. After this target is met, any surplus cash is then considered for strategic initiatives. The strategy focuses on securing operational reserves, allows for exposure to increases in crypto asset prices, and builds a fund for strategic decisions. 

The Company’s equihash rigs equate to around 5% of the global network mining power of Zcash. Our Zcash mining operations currently represents around 20-25% of our total mining revenue and contribute to our monthly BTC equivalents and margins.

Hosting services provided to Argo, which include electricity, facilities, installation, maintenance, security, etc, are charged per KW used.

The Company is satisfied that our current hosting arrangements are competitive. However, management is constantly monitoring future opportunities.

The Company considers all alternatives in regards to capital investments. Successful crypto mining operations require an ongoing level of sustaining capital and all decisions are based on conservative projection models. Financing is used strategically, to remain competitive and bolster the mining fleet as and when appropriate. 

Protos added value to the Company during volatile conditions in 2019 and the first half of 2020, in which they beat the market with their coin management strategy. The Company ended the contract with Protos for asset management as of 1 June 2020.

The management team is considering options and strategies to increase share value cost-efficiently, including a dual listing in other jurisdictions.

Our goal is to add qualified members to our board to help the Company and return value to shareholders. We are currently working on this and hope to have good news soon.

All directors and officers perform their roles independently and to their full capacity. They have both legal and regulatory obligations to disclose any conflicts of interest.

All executive directors and staff of Argo consider the Company to be their primary employment. Working across timezones and in a 24-hour industry, the directors devote considerable time to the ongoing operations and strategic decision making.

The Company plans to expand its board, with one or two non-executive directors. This will allow the Company to introduce appropriate committees and bring further expertise to the Company.

Certain directors charge for their services through consultancy companies, as is permitted. Director’s remuneration is disclosed in full within the Remuneration Report and Note 28 in the 2019 accounts. Going forward, the presentation in the notes to the accounts will be amended for ease of comparison.

As part of the resolutions tabled at the AGM, the Company requested the authority to make market purchases of its ordinary shares (commonly referred to as a share buyback). This is an important option to have in Argo’s tool-kit for the Company’s ability to make distributions if, and only if, Argo is able, in this tightening mining environment, to generate sufficient cash reserves beyond working capital and sustaining capital reserves.

There are several restrictions. There are legal and financial tests that the Company’s financials must pass in order to be able to declare a valid distribution. Beyond those enumerated restrictions, there are practical restrictions to consider. Crypto mining, with volatile prices and increasing difficulty, makes predicting future cash flows challenging. In addition, the business requires sustained capital investment. So if the Company can navigate through the restrictions and be successful in its mining to create value beyond prudent reserves for the future, then the Company would be in a position to consider distributions.

Our shareholders have asked for more information, and we have received the message. Management have improved the flow of information through our monthly updates and other disclosures. This initiative for increased communication and public relations will continue to strengthen throughout 2020.