Arrival Announces Pricing and Upsize of Offering of Green Convertible Senior Notes due 2026

LUXEMBOURG, Nov. 18, 2021 (GLOBE NEWSWIRE) -- 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 Arrival
Arrival 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.

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