Rich by Coin

Argo Blockchain plc’s restructuring plan marks a watershed in the UK’s approach to corporate rescue, being the first restructuring involving a crypto-mining business and the first major post-Petrofac ruling addressing the treatment of out-of-the-money creditors. Under the plan, Growler Mining would acquire a substantial stake, with 87.5% for Growler, 10% for noteholders, and 2.5% for existing shareholders, accompanied by a capital reorganisation intended to restore NASDAQ bid-price compliance. Although Argo would delist from the London Stock Exchange, shareholders could access liquidity via a matched-bargain facility or by converting into NASDAQ-listed ADSs. Taken together, the package aimed to keep Argo trading as a going concern on a viable public market platform.

Turnout at the meetings was relatively low, with 1.6% of noteholders and 3.2% of shareholders voting. The court addressed retail investors’ concerns through an independently appointed advocate, who found that Argo’s communications were clear and broadly disseminated. The noteholders were treated as a dissenting class, triggering the cross-class cram-down test; the judge concluded that noteholders would fare no worse than in an administration with anticipated recoveries under 1%. Relying on expert evidence, the court found that Growler provided the majority of restructuring value through new capital, asset transfers, and debt write-offs, while noteholders and shareholders received equity valued higher than what their economic position would have entitled them to in an insolvency.

The court rejected arguments that shareholders should be eliminated entirely, noting that the additional equity allocated to junior stakeholders was not a windfall relative to the alternative. The decision also emphasized cautions about compressed timetables in restructuring cases and urged parties not to overestimate judicial flexibility. It followed earlier rulings such as Adler, Petrofac, and Thames Water in shaping the use of restructuring plans, while also noting Petrofac’s focus on out-of-the-money creditors. The Saipem S.P.A. and others v Petrofac Limited and another UKSC 2025/0140 case is cited to illustrate the evolving landscape of UK corporate restructurings, including how courts address cross-class fairness in complex rescues.