Arrival Announces Proposed Offering of Green Convertible Senior Notes due 2026
November 17 2021 - 6:31AM
Arrival (NASDAQ: ARVL), announced today the commencement of a
proposed offering (the “Notes Offering”) of US$200 million in
aggregate principal amount of green convertible senior notes due
2026 (the “Notes”), subject to market conditions and other factors.
Arrival intends to grant the initial purchasers in the Notes
Offering a 30-day option to purchase up to an additional US$30
million aggregate principal amount of the Notes.
When issued, the Notes will be senior unsecured obligations of
Arrival, and interest will be payable semi-annually in arrears.
Upon conversion, Arrival will pay or deliver to converting holders,
as the case may be, cash, Arrival’s ordinary shares or a
combination of cash and ordinary shares, at Arrival’s election. The
initial conversion rate, interest rate and other terms of the Notes
have not been finalized and will be determined at the time of
pricing of the Notes Offering.
The Notes have been designated as green bonds (the “Green
Bonds”), whose proceeds will be allocated in accordance with
Arrival’s green bond framework (the “Green Bond Framework”)
described below. Arrival intends to allocate an amount equal to the
net proceeds from the Notes to finance or refinance, in whole or in
part, one or more new or existing eligible green projects,
including projects related to (1) the design, development,
manufacturing, maintenance and operation of EVs and associated
infrastructure, (2) the construction, development, acquisition,
maintenance and operation of renewable energy projects and (3) the
manufacturing, development, and investments into the design of
eco-efficient products and production technologies (“Eligible Green
Projects”). Arrival will strive, as long as the Notes are
outstanding, to achieve a level of allocation for Eligible Green
Projects which matches the amount of such net proceeds. Pending
such allocation of the net proceeds to Eligible Green Projects,
Arrival intends to use the net proceeds from the Notes Offering for
working capital and general corporate purposes. If the initial
purchasers exercise their option to purchase additional Notes,
then, pending such allocation of the net proceeds to Eligible Green
Projects, Arrival intends to use such net proceeds as described
above.
The Notes are being offered and sold only to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the “Securities
Act”). The offer and sale of the Notes and the ordinary shares of
Arrival issuable upon conversion of the Notes, if any, have not
been and will not be registered under the Securities Act or any
state securities laws, and unless so registered, the Notes and such
ordinary shares, if any, may not be offered or sold in the United
States except pursuant to an applicable exemption from such
registration requirements.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase, nor shall there be any offer
or sale of the Notes or any ordinary shares of Arrival issuable
upon conversion of the Notes in any state or jurisdiction in which
such an offer, solicitation, or sale would be unlawful prior to the
registration or qualification thereof under the securities laws of
any such state or jurisdiction.
This press release contains information about the pending Notes
Offering, and there can be no assurance that the Notes Offering
will be completed.
About ArrivalArrival was
founded in 2015 with a mission to make air clean by replacing all
vehicles with affordable electric solutions - produced by local
Microfactories. Six years and over 2,000 people later, we are
driving the transition to EVs globally by creating products that
are zero-emission, more desirable, more sustainable and more
equitable than ever before. Our in-house technologies enable our
radical new method of design and production using rapidly-scalable,
local Microfactories around the world. This method facilitates
cities and governments in achieving their sustainability goals
whilst also supercharging their communities. We are a technology
company, a product company, a supply chain company, an automotive
company, a mobility company, a fintech company and a service
company - all rolled into one with a shared goal of true
sustainability. This vertically integrated business model is how we
can have the radical impact our world needs today. Arrival (NASDAQ:
ARVL) is a joint stock company governed by Luxembourg law.
Forward-looking statements This
press release contains certain forward-looking statements within
the meaning of the federal securities laws. These forward-looking
statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Such statements are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995 and are based on management’s belief or interpretation
of information currently available. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this document, including, market
risks and uncertainties and the satisfaction of customary closing
conditions for an offering of securities, as well as other risks
and uncertainties described in the “Risk Factors” section of
Arrival’s annual report on Form 20-F filed with the SEC on April
30, 2021 and other documents filed by Arrival with the SEC from
time to time. Readers are cautioned not to put undue reliance on
forward-looking statements, and Arrival assumes no obligation and
does not intend to update or revise these forward-looking
statements, whether as a result of new information, future events,
or otherwise. Arrival does not give any assurance that Arrival will
achieve its expectations.
Media Contacts For Arrival
Media pr@arrival.com Investors
ir@arrival.com
Arrival (NASDAQ:ARVL)
Historical Stock Chart
From Jun 2024 to Jul 2024
Arrival (NASDAQ:ARVL)
Historical Stock Chart
From Jul 2023 to Jul 2024