CORRECTION – ARRIVAL Announces Reverse Stock Split
12 Aprile 2023 - 10:59PM
Further to the press release issued on April 11, 2023, Arrival has
updated the record date for its reverse stock split to April 13,
2023. The corrected release follows:
Arrival (Nasdaq: ARVL)
(“Arrival” or the “Company”), inventor of a unique new
method of design and production of electric vehicles (“EVs”), today
announced that, pursuant to the approvals granted at the
extraordinary general meeting of shareholders held on April 6, 2023
(the “EGM”), the Board of Directors has determined to implement a
reverse stock split of all of the Company’s ordinary shares, having
an accounting par value (the “Ordinary Shares”), at a ratio of
1-for-50 (the “Consolidation Ratio”).
The Company is undertaking the reverse stock split
with the objective of meeting the minimum $1.00 per Ordinary Share
bid requirement for maintaining the listing of the Ordinary Shares
on The Nasdaq Global Select Market.
At the EGM held on April 6, the Company’s
shareholders resolved to approve a share consolidation at a
consolidation ratio to be set between 1-for-30 and 1-for-50 by the
Board of Directors, a share capital reduction without cancellation
of shares, and the related amendment to the articles of
association. The Board of Directors has been granted the powers to
implement these resolutions.
The Board of Directors also approved amendments to
the articles of association of the Company to reflect the
consolidation of the Ordinary Shares pursuant to the Consolidation
Ratio.
The reverse stock split will be effective at 12:01
a.m. (ET) on Friday, April 14, 2023, and the Ordinary Shares will
begin trading on a split-adjusted basis when the Nasdaq Stock
Market LLC opens for trading on Friday, April 14, 2023. The
Ordinary Shares will continue to trade on The Nasdaq Global Select
Market under the trading symbol “ARVL” but will trade under the
following new CUSIP number: L0423Q124.
As a result of the reverse stock split, every 50 Ordinary Shares
held as of April 13, 2023 (the “Record Date”) will be
automatically combined into one Ordinary Share. After giving effect
to the reverse stock split, the Company’s authorized share capital
will be U.S.$540,000, divided into 54,000,000 Ordinary Shares with
an accounting par value. The number of outstanding Ordinary Shares
will be reduced from approximately 763,108,955 Ordinary Shares to
approximately 15,262,180 Ordinary Shares, to be adjusted for the
round-up of fractional shares.
No fractional shares will be created or issued in connection
with the reverse stock split. Shareholders who otherwise would be
entitled to receive fractional shares because they hold a number of
Ordinary Shares not evenly divisible by the Consolidation Ratio
will receive an entire Ordinary Share by allocation of treasury
shares of the Company, and the Board of Directors may issue, under
the authorized capital of the Company, an aggregate number of
shares up to the Consolidation Ratio to avoid fractional shares at
a Company level.
The reverse stock split will affect all holders of Ordinary
Shares uniformly and will not affect any shareholder’s percentage
ownership interest in the Company, except as a result of the
treatment of fractional shares. Neither will the reverse stock
split have any direct impact on the market capitalization of the
Company, nor modify any voting rights or other terms of the
Ordinary Shares.
Shareholders with shares held in book-entry form or through a
bank, broker, or other nominee are not required to take any action
and will see the impact of the reverse stock split reflected in
their accounts on or after April 14, 2023. Such beneficial holders
may contact their bank, broker, or nominee for more
information.
The Company’s outstanding warrants, convertible notes and
equity-based awards will be proportionately adjusted. As a result
of the reverse stock split, the number of Ordinary Shares issuable
upon exercise of the Company’s 2,391,666 private warrants (the
“Warrants”) will be reduced at a ratio of 50, so that each Warrant
will entitle a holder to purchase 0.02 of an Ordinary Share. In
accordance with the terms of the warrants, if, upon exercise of a
warrant, the holder of such warrant would be entitled to receive a
fractional interest in an Ordinary Share, the number of Ordinary
Shares to be issued to such holder will be rounded down to the
nearest whole number. The exercise price will increase from $11.50
per Ordinary Share to $575.00 per Ordinary Share. In addition, as a
result of the reverse stock split, the number of Ordinary Shares
issuable upon conversion of the Company’s 3.50% Convertible Senior
Notes due 2026 (the “Convertible Notes”) will be reduced at a ratio
of 50. Pursuant to and in accordance with the terms of the
indenture governing the Convertible Notes, effective immediately
after the opening of business on April 14, 2023, the conversion
rate of the Convertible Notes will be reduced from 84.2105 Ordinary
Shares per U.S.$1,000 principal amount of Convertible Notes to
1.68421 Ordinary Shares per U.S.$1,000 principal amount of
Convertible Notes. Participants in the Company’s equity-based plans
will be provided with a notice detailing the effect of the reverse
stock split on their individual awards.
About ArrivalArrival’s mission is to master a
radically more efficient New Method to design, produce, sell and
service purpose-built electric vehicles, to support a world where
cities are free from fossil fuel vehicles. Arrival’s in-house
technologies enable a unique approach to producing vehicles using
rapidly-scalable, local Microfactories. Arrival (Nasdaq: ARVL) is a
joint stock company governed by Luxembourg law.
Forward-Looking StatementsThis press release
contains certain forward-looking statements within the meaning of
the federal securities laws, including statements regarding the
reverse stock split. 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 press release.
Contacts:
Mediapr@arrival.com
InvestorsCody Slach and Tom ColtonGateway
Group949-574-3860ARVL@gatewayir.com
IR@arrival.com
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