Arrival Announces Pricing and Upsize of Offering of Green Convertible Senior Notes due 2026
November 18 2021 - 9:45PM
Arrival (NASDAQ: ARVL), announced today the pricing and upsize of
its offering (the “Notes Offering”) of green convertible senior
notes due 2026 (the “Notes”). The size of the Notes Offering
increased from the previously announced US$200.0 million aggregate
principal amount of Notes to US$275.0 million. Arrival has granted
the initial purchasers in the Notes Offering a 30-day option to
purchase up to an additional US$45.0 million aggregate principal
amount of the Notes.
When issued, the Notes will be senior unsecured
obligations of Arrival. The Notes will bear interest at a rate of
3.50% per year, payable semiannually in arrears on June 1 and
December 1 of each year, beginning on June 1, 2022. The initial
conversion rate of the Notes is 84.2105 ordinary shares per
US$1,000 principal amount of the Notes (which is equivalent to an
initial conversion price of approximately US$11.88 per ordinary
share). The conversion rate will be subject to adjustment in some
events but will not be adjusted for any accrued and unpaid
interest. In addition, following certain corporate events that
occur prior to the maturity date or if Arrival delivers a notice of
redemption, it will, in certain circumstances, increase the
conversion rate for a holder who elects to convert its notes in
connection with such a corporate event or notice of redemption, as
the case may be. 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 Notes have been designated as green bonds,
whose proceeds will be allocated in accordance with Arrival’s 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
electric vehicles 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 Offering is expected to close on
November 23, 2021, subject to the satisfaction of customary closing
conditions.
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 electric vehicles 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
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