Grand Duchy of Luxembourg |
3711 |
98-1569771 | ||
(Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Frank R. Adams, Esq. Faiza Rahman, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 |
Byron B. Rooney, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Tel: (212) 450-4000 |
Large accelerated filer |
☐ |
Accelerated filer |
☐ | |||
Non-accelerated filer |
☒ |
Smaller reporting company |
☐ | |||
Emerging growth company |
|
||||||||||||||||
Title of each class of securities to be registered |
Amount to be registered |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price |
Amount of registration fee |
||||||||||||
Primary Offering Ordinary Shares, with a nominal value of €0.10 per share |
28,750,000 |
(1) |
$ |
14.01 |
$ |
402,787,500 |
(1)(2) |
$ |
37,388.40 |
|||||||
|
(1) |
Consists of (i) 25,000,000 Ordinary Shares, with a nominal value of €0.10 per share (“Ordinary Shares”) of Arrival, a joint stock company ( société anonyme |
(2) |
Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) and Rule 457(c) under the Securities Act of 1933, as amended. The maximum price per share and the maximum aggregate offering price are based on the average of the $14.52 (high) and $13.51 (low) sale price of the Registrant’s Ordinary Shares as reported on the The Nasdaq Stock Market LLC on November 11, 2021, which date is within five business days prior to filing this Registration Statement. Includes the offering price of 3,750,000 additional Ordinary Shares that the underwriters have the option to purchase. See “Underwriting.” |
Per Share |
Total |
|||||||
Public offering price |
$ |
$ |
||||||
Underwriting discount(1) |
$ |
$ |
||||||
Proceeds, before expenses, to us |
$ |
$ |
(1) |
We refer you to “Underwriting,” beginning on page 127 of this prospectus, for additional information regarding total underwriter compensation. |
Goldman Sachs International |
J.P. Morgan |
Barclays |
Cowen |
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i |
• | the ability to maintain the listing of the Ordinary Shares on Nasdaq; |
• | changes in applicable laws or regulations; |
• | the effects of the COVID-19 pandemic, including the potential impact of the emergence of variants of COVID-19, on Arrival’s business; |
• | the ability to implement business plans, forecasts, and other expectations, and identify and realize additional opportunities; |
• | the ability to raise additional capital necessary to execute its business plan, which may not be available on acceptable terms or at all; |
• | the ability to control expenses and capital expenditures in order to execute on our business plan on time; |
• | the risk of downturns and the possibility of rapid change in the highly competitive industry in which Arrival operates; |
• | the risk that Arrival and its current and future collaborators are unable to successfully develop and commercialize Arrival’s products or services, or experience significant delays in doing so; |
• | the risk that we may never achieve or sustain profitability; |
• | the risk that we experience difficulties in managing our growth and expanding operations; |
• | the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations; |
• | the risk that the utilization of microfactories will not provide the expected benefits due to, among other things, the inability to locate appropriate buildings to use as microfactories, microfactories needing a larger than anticipated factory footprint, and the inability of Arrival to deploy microfactories in the anticipated time frame; |
• | that Arrival has identified material weaknesses in its internal control over financial reporting which, if not corrected, could affect the reliability of Arrival’s financial statements; |
• | the risk that Arrival is unable to secure or protect its intellectual property; and |
• | the possibility that Arrival may be adversely affected by other economic, business, and/or competitive factors. |
• | the existing ordinary and preferred shareholders of Arrival Luxembourg SARL contributed their respective equity interests in Arrival Luxembourg SARL to the Company in exchange for Ordinary Shares (the “Exchanges”); |
• | following the Exchanges, CIIG merged with and into Merger Sub and all shares of CIIG Common Stock were exchanged for Ordinary Shares, and, in connection therewith, CIIG’s corporate name changed to Arrival Vault US, Inc. (the “Merger”); |
• | each outstanding warrant to purchase shares of CIIG’s Common Stock was converted into a Warrant to purchase Ordinary Shares; |
• | each Arrival Luxembourg SARL option, whether vested or unvested, was assumed by the Company and now represents an option award exercisable for Ordinary Shares; |
• | the Arrival Luxembourg SARL restricted shares were exchanged for restricted Ordinary Shares; and |
• | Arrival Luxembourg SARL and CIIG became direct, wholly-owned subsidiaries of the Company. |
• | 2,391,666 Ordinary Shares issuable upon exercise of Warrants that remaining outstanding as of October 31, 2021 after the giving effect to the redemption described above at an exercise price of $11.50 per share; |
• | 7,487,670 Ordinary Shares issuable on a time basis and 6,752,938 Ordinary Shares issuable on a milestone basis upon exercise of stock options outstanding as of October 31, 2021 with a weighted-average exercise price of $7.1955 per share; |
• | 83,635,542 Ordinary Shares reserved under the Arrival Share Option Plan 2020, Arrival Restricted Share Plan and Arrival Incentive Compensation Plan; |
• | Ordinary Shares that will be reserved for issuance under Convertible Notes that are expected to be issued concurrently with this Offering. |
• | Rock Hill, South Carolina, USA installation has commenced and is expected to be substantially complete by the end of 2021 with Bicester, UK expected to be substantially complete by the end of the first quarter of 2022. |
• | Bicester, UK technology cells are being installed to build Arrival Vans for product validation in 2021. |
• | Over 1,400 composite panels manufactured using production equipment in Bicester, UK. |
• | Over 1,850 high voltage battery modules assembled. |
• | In-house developed autonomous mobile robots (“AMRs”) are now capable of coordinating their movement over a wireless link. This allows multiple AMRs to operate as a single unit to move large or heavy loads. |
• | Total capital expenditure at Rock Hill, South Carolina is expected to be approximately $50 million. |
• | Bicester, UK is our lab microfactory where we have prioritized being on time for the start of production of the Arrival Van. As a result, we expect total capital expenditure at Bicester, UK to be approximately $75 million. |
• | From the learnings gained at Bicester, UK, we expect total capital expenditure at Charlotte, North Carolina to be lower than at Bicester, UK, with continued reductions in capital expenditure per microfactory as we scale beyond the initial microfactories. |
• | In order to reduce risks relating to the start of production and enable us to scale, we are incurring additional costs, including: 1) a decision to assemble battery modules and bring logistics in-house, which is adding capital expenditure and operating expenditure; 2) pre-payments to LG Energy Systems (as assignee of LG Chem Ltd., “LG Chem”) to secure battery cell line capacity for the next several years; and 3) higher selling, general and administrative expenses as we scale sales, finance and legal. |
• | In addition, we are experiencing industry-wide increases in the expected cost of raw materials including aluminum and petrochemicals. |
• | We also expect higher working capital in our first factories to ensure we have the necessary components and parts to start production of our vehicles. |
• | not being required to comply with the auditor attestation requirements for the assessment of our internal control over financial reporting provided by Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”); |
• | reduced disclosure obligations regarding executive compensation; and |
• | not being required to hold a nonbinding advisory vote on executive compensation or seek shareholder approval of any golden parachute payments not previously approved. |
• | the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; |
• | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and |
• | the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission (the “SEC”) of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. |
• | Arrival is an early stage company with a history of losses, and expects to incur significant expenses and continuing losses for the foreseeable future. |
• | Arrival has a limited operating history and has not yet manufactured or sold any production vehicles to customers and may never develop or manufacture any vehicles. |
• | While Arrival has received orders for vehicles, the period of time from the receipt of orders to implementation and delivery is long, potentially spanning over several months, and the orders are subject to the risks of cancellation or postponement of the orders. |
• | Arrival’s growth is dependent upon the willingness of operators of commercial vehicle fleets and small to medium sized businesses to adopt EVs and on Arrival’s ability to produce, sell and service vehicles that meet their needs. If the market for commercial EVs does not develop as Arrival expects or develops slower than Arrival expects, Arrival’s business, prospects, financial condition and operating results will be adversely affected. |
• | The orders from UPS, LeasePlan and Anaheim Transportation Network constitute all of the current orders for Arrival vehicles. If these orders are cancelled, modified or delayed, Arrival’s prospects, results of operations, liquidity and cash flow will be materially adversely affected. |
• | Certain of Arrival’s strategic, development and deployment arrangements could be terminated or may not materialize into long-term contract partnership arrangements and may restrict or limit Arrival from developing EVs with other strategic partners. |
• | Arrival’s ability to execute its microfactory production model on a large scale is unproven, still evolving and dependent on Arrival’s ability to raise sufficient capital to support production. This |
production model may lead to increased costs and/or reduced production of its vehicles and adversely affect Arrival’s ability to operate its business. |
• | Arrival may encounter obstacles outside of its control that slow market adoption of EVs, such as regulatory requirements or infrastructure limitations. |
• | As Arrival expands into new territories, many of which will be international territories, it may encounter stronger market resistance than it currently expects, including from incumbent competitors in those territories. |
• | Arrival is dependent on its suppliers, some of which are single or limited source suppliers, and the inability of these suppliers to deliver the raw materials and components of Arrival’s vehicles in a timely manner and at prices and volumes acceptable to it could have a material adverse effect on its business, prospects and operating results. |
• | There are complex software and technology systems that need to be developed in coordination with vendors and suppliers in order to reach production for Arrival’s EVs, and there can be no assurance such systems will be successfully developed. |
• | Arrival may incur significant costs and expenses in connection with obtaining, maintaining, protecting, defending and enforcing its intellectual property rights (covering patents, trademarks, trade names, and trade secrets), including through litigation. If such intellectual property is not adequately protected, Arrival may not be able to build name recognition in its markets of interest, and its business and competitive position may be harmed. Additionally, even if Arrival is able to take measures to protect its intellectual property, third-parties may independently develop technologies that are the same or similar to Arrival, and Arrival may not be able to obtain and protect its intellectual property rights throughout the world. |
• | Patent applications which have been submitted to the authorities may not result in granted patents or may require the applications to be modified in order for patent coverage to be obtained. |
• | The discovery of defects in Arrival vehicles may result in delays in new model launches, recall campaigns or increased warranty costs. Additionally, discovery of such defects may result in a decrease in the residual value of its vehicles, which may materially harm its business. |
• | Arrival may become subject to product liability claims, which could harm its financial condition and liquidity if it is not able to successfully defend or insure against such claims. |
• | Arrival will rely on complex robotic assembly and component manufacturing for its production, which involves a significant degree of risk and uncertainty in terms of operational performance and costs. |
• | If Arrival fails to comply with its obligations under license or technology agreements with third parties, it may be required to pay damages, and Arrival could lose license rights that are critical to its business. |
• | Some of Arrival’s products contain open source software, which may pose particular risks to its proprietary software, products and services in a manner that could harm its business. |
• | Arrival is subject to stringent and changing laws, rules, regulations and standards, information security policies and contractual obligations related to data privacy and security. Arrival’s actual or perceived failure to comply with such obligations could result in proceedings, actions or penalties and harm its business. |
• | Arrival is subject to cybersecurity risks to its various systems and software and any material failure, weakness, interruption, cyber event, incident, undetected defects, errors or bugs, or breach of security could prevent Arrival from effectively operating its business. |
• | Arrival is likely to face competition from a number of sources, which may impair its revenues, increase its costs to acquire new customers, and hinder its ability to acquire new customers. |
• | Arrival is highly dependent on the services of its senior management team (including Denis Sverdlov, its Founder and Chief Executive Officer), and if Arrival is unable to retain some or all of this team, its ability to compete could be harmed. |
• | A market for the Arrival’s securities may not continue, which would adversely affect the liquidity and price of its securities. |
• | We do not anticipate paying any cash dividends in the foreseeable future. |
• | New investors in our Ordinary Shares will experience immediate and substantial book value dilution after this offering. |
• | The Concurrent Convertible Notes Offering could cause the market price for our Ordinary Shares to decline. |
• | We may not have the ability to raise the funds necessary to settle conversions of the Convertible Notes in cash or to repurchase the Convertible Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Convertible Notes. |
• | The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results. |
• | The accounting method for the Convertible Notes could adversely affect Arrival’s reported financial condition and results. |
Ordinary Shares to be issued and offered by us |
25,000,000 | |
Underwriters’ option to purchase additional Ordinary Shares |
We have granted the underwriters the right for 30 days from the date of this prospectus to purchase up to an additional 3,750,000 Ordinary Shares, at the public offering price, less underwriting discounts and commissions. | |
Use of Proceeds |
We will receive all of the net proceeds from the offering of shares, which we estimate will be approximately $ , after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, assuming an offering price of $ per share. We expect to use the net proceeds from the offering for general corporate purposes. | |
Dividend policy |
Other than as disclosed elsewhere in this prospectus, we currently expect to retain all future earnings for use in the operation and expansion of our business and do not plan to pay any dividends on our ordinary shares in the near future. The declaration and payment of any dividends in the future will be determined by the Board of Directors in its discretion, and will depend on a number of factors, including our earnings, capital requirements, overall financial condition, applicable law and contractual restrictions. See “ Dividend Policy | |
Registration Rights and Lock-Up Agreement |
Our directors, officers and certain of our shareholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods and have rights to require that we register the resale of their shares. See “Shares Eligible for Future Sale | |
Market for our securities |
Our Ordinary Shares are listed on The Nasdaq Global Select Market under the symbol “ARVL”. | |
Risk factors |
Investing in our securities involves substantial risks. See “ Risk Factors |
• | 2,391,666 Ordinary Shares issuable upon exercise of Warrants that remain outstanding as of October 31, 2021 after the giving effect to the redemption described above at an exercise price of $11.50 per share; |
• | 7,487,670 Ordinary Shares issuable on a time basis and 6,752,938 Ordinary Shares issuable on a milestone basis upon exercise of stock options outstanding as of October 31, 2021 with a weighted-average exercise price of $7.1955 per share; |
• | 83,635,542 Ordinary Shares reserved under the Arrival Share Option Plan 2020, Arrival Restricted Share Plan and Arrival Incentive Compensation Plan; |
• | Ordinary Shares that will be reserved for issuance under Convertible Notes that are expected to be issued concurrently with this Offering. |
• | no exercise by the underwriters of their option to purchase additional Ordinary Shares; and |
• | no exercise of the outstanding warrants or options described above. |
Nine months ended |
Year Ended |
|||||||||||||||
September 30, 2021 |
September 30, 2020* |
December 31, 2020 |
December 31, 2019 |
|||||||||||||
( In thousands of euro) |
||||||||||||||||
Administrative expenses |
(111,627 | ) | (43,248 | ) | (75,133 | ) | (31,392 | ) | ||||||||
Research and development expenses |
(21,737 | ) | (8,277 | ) | (17,947 | ) | (11,149 | ) | ||||||||
Impairment expense |
(1,918 | ) | (650 | ) | (391 | ) | (4,972 | ) | ||||||||
Other operating income |
1,887 | 1,366 | 2,362 | 2,583 | ||||||||||||
Listing expense** |
(1,018,024 | ) | — | — | — | |||||||||||
Other expenses |
(5 | ) | (208 | ) | (6,853 | ) | (6,911 | ) | ||||||||
Operating (loss) |
(1,151,424 |
) |
(51,017 |
) |
(97,962 |
) |
(51,841 |
) | ||||||||
Finance income |
119,573 | 1,797 | 2,703 | 51 | ||||||||||||
Finance cost |
(11,527 | ) | (3,567 | ) | (5,758 | ) | (3,235 | ) | ||||||||
Net Finance income/(cost) |
108,046 |
(1,770 |
) |
(3,055 |
) |
(3,184 |
) | |||||||||
(Loss) before tax |
(1,043,378 |
) |
(52,787 |
) |
(101,017 |
) |
(55,025 |
) | ||||||||
Tax income/(expense) |
(7,118 | ) | 3,337 | 17,802 | 6,929 | |||||||||||
(Loss) for the period |
(1,050,496 |
) |
(49,450 |
) |
(83,215 |
) |
(48,096 |
) | ||||||||
Attributable to: |
||||||||||||||||
Owners of the Company |
(1,050,496 |
) |
(49,450 |
) |
(83,215 |
) |
(48,096 |
) |
* | Comparative figures are of Arrival Luxembourg S.à r.l. in accordance with IFRS 2 for reverse merger. |
** | As a result of the conclusion of the merger with CIIG, Arrival issued shares and warrants to CIIG shareholders, comprised of the fair value of the Company’s shares that were issued to CIIG shareholders of €1,347 million as well as the fair value of the Company’s warrants of €189 million. In exchange, the Company received the identifiable net assets held by CIIG, which had a fair value upon closing of €534 million. The excess of the fair value of the equity instruments issued over the fair value of the identified net assets received, represents a non-cash expense in accordance with IFRS 2. This one-time expense as a result of the transaction, in the amount of €1,002 million, is recognized as a share listing expense presented as part of the operating results within the Consolidated Statement of Profit or Loss. Listing expense also includes €16 million of other related transaction expenses. |
• | design and produce safe, reliable and quality vehicles on an ongoing basis; |
• | obtain the necessary regulatory approvals in a timely manner; |
• | build a well-recognized and respected brand; |
• | establish and expand its customer base; |
• | successfully market not just Arrival’s vehicles but also the other services it intends to provide; |
• | properly price its services, including its charging solutions, financing and lease options, and successfully anticipate the take-rate and usage of such services by users; |
• | successfully service its vehicles after sales and maintain a good flow of spare parts and customer goodwill; |
• | improve and maintain its operational efficiency; |
• | successfully execute its microfactory production model and maintain a reliable, secure, high-performance and scalable technology infrastructure at costs that enable it to remain competitive; |
• | predict its future revenues and appropriately budget for its expenses; |
• | obtain sufficient capital to support production needs; |
• | attract, retain and motivate talented employees; |
• | anticipate trends that may emerge and affect its business; |
• | anticipate and adapt to changing market conditions, including technological developments and changes in competitive landscape; and |
• | navigate an evolving and complex regulatory environment. |
• | whether Arrival can obtain sufficient capital to begin and support its production needs, execute its business plan and grow its business; |
• | whether Arrival can control its costs and capital expenditures needed to execute its business plan; |
• | Arrival’s ability to manage its growth; |
• | whether Arrival can manage relationships with key suppliers; |
• | whether Arrival can rapidly deploy its microfactories and successfully execute its production methodologies in such microfactories (including its robotic assembly process and composite manufacturing); |
• | the ability to obtain necessary regulatory approvals; |
• | demand for Arrival products and services; |
• | whether Arrival can achieve its expected pricing for its products and services; |
• | the timing and costs of new and existing marketing and promotional efforts; |
• | competition, including from established and future competitors; |
• | Arrival’s ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel; |
• | the overall strength and stability of the economies in the markets in which it operates or intends to operate in the future; and |
• | regulatory, legislative and political changes; |
• | the difference in the initial purchase prices of commercial EVs with comparable vehicles powered by ICE, both including and excluding the effect of government and other subsidies and incentives designed to promote the purchase of EVs; |
• | the total cost of ownership of the vehicle over its expected life, which includes the initial purchase price and ongoing operating and maintenance costs; |
• | the availability and terms of financing options for purchases of vehicles and, for commercial EVs, financing options for battery systems; |
• | the availability of tax and other governmental incentives to purchase and operate EVs and future regulations requiring increased use of nonpolluting vehicles; |
• | government regulations and economic incentives promoting fuel efficiency and alternate forms of energy; |
• | fuel prices, including volatility in the cost of diesel or a prolonged period of low gasoline and natural gas costs that could decrease incentives to transition to EVs; |
• | the cost and availability of other alternatives to diesel fueled vehicles, such as vehicles powered by natural gas; |
• | corporate sustainability initiatives; |
• | commercial EV quality, performance and safety (particularly with respect to lithium-ion battery packs); |
• | the quality and availability of service for the vehicle, including the availability of replacement parts; |
• | the limited range over which commercial EVs may be driven on a single battery charge; |
• | access to charging stations and related infrastructure costs, and standardization of EV charging systems; |
• | electric grid capacity and reliability; and |
• | macroeconomic factors. |
• | may require a larger than anticipated factory footprint, which would increase Arrival’s costs of setting up the microfactories and would significantly delay production of its vehicles; |
• | may not be able to reach its rate of production targets within its microfactories for its primary products, which would reduce its ability to be profitable; |
• | may not be able to locate existing buildings meeting the requirements for its microfactories with respect to size, shape, power supply, and strength of construction, which would increase its costs of setting up the microfactories and would significantly delay production of its vehicles; |
• | may not be able to build the expected number of microfactories, which would reduce its production targets and have a material adverse impact on its results of operations and financial condition; and |
• | may experience higher local wages and supplier, manufacturing and construction costs than expected in local regions, resulting in higher operating costs and reducing its ability to be profitable. |
• | conforming Arrival’s EVs to various international regulatory requirements where its EVs are sold which requirements may change over time; |
• | difficulties in obtaining or complying with various licenses, approvals, certifications and other governmental authorizations necessary to manufacture, sell or service its EVs in any of these jurisdictions; |
• | difficulty in staffing and managing foreign operations; |
• | difficulties attracting customers in new jurisdictions; |
• | foreign government taxes, regulations and permit requirements, including foreign taxes that Arrival may not be able to offset against taxes imposed upon Arrival in the U.S.; |
• | a heightened risk of failure to comply with corporation and employment tax laws; |
• | fluctuations in foreign currency exchange rates and interest rates, including risks related to any interest rate swap or other hedging activities Arrival undertakes; |
• | U.S. and foreign government trade restrictions, tariffs and price or exchange controls; |
• | foreign labor laws, regulations and restrictions; |
• | changes in diplomatic and trade relationships; |
• | political instability, natural disasters, global health concerns, including health pandemics such as the COVID-19 pandemic, war or events of terrorism; and |
• | the strength of international economies. |
• | perceptions about EV quality, safety, design, performance, reliability and cost, especially if adverse events or accidents occur that are linked to the quality or safety of EVs; |
• | perceptions about vehicle safety in general, including the use of advanced technology, such as vehicle electronics, batteries and regenerative braking systems; |
• | the decline of vehicle efficiency and/or range resulting from deterioration over time in the ability of the battery to hold a charge; |
• | changes or improvements in the fuel economy of ICE, the vehicle and the vehicle controls or competitors’ electrified systems; |
• | the availability of service, charging and fueling and other associated costs for EVs; |
• | access to sufficient charging infrastructure; |
• | the risk that government support for EVs and infrastructure may not continue; |
• | volatility in the cost of energy, electricity, oil and gasoline could affect buying decisions; |
• | government regulations and economic incentives promoting fuel efficiency and alternate forms of energy, including new regulations mandating zero tailpipe emissions compared to overall carbon reduction; |
• | the availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased use of nonpolluting vehicles; and |
• | macroeconomic factors. |
• | expanding the management team; |
• | hiring and training new personnel; |
• | leveraging consultants to assist with company growth and development; |
• | forecasting production and revenue; |
• | controlling expenses and investments in anticipation of expanded operations; |
• | establishing or expanding design, production, sales and service facilities; |
• | implementing and enhancing administrative infrastructure, systems and processes; and |
• | expanding into international markets. |
• | cease selling, incorporating certain components into, or using vehicles or offering goods or services that incorporate or use the challenged intellectual property; |
• | pay substantial damages; |
• | seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms, or at all; |
• | redesign its vehicles or other goods or services; or |
• | establish and maintain alternative branding for its products and services. |
• | result in substantial costs and diversion of its resources; |
• | put Arrival’s patents or other intellectual property at risk of being invalidated or interpreted narrowly; |
• | put Arrival’s patent applications or applications for other intellectual property registrations at risk of not issuing; |
• | require Arrival to enter into unfavorable royalty or license agreements, which may not be available on commercially reasonable terms or at all; |
• | require Arrival to re-design its solutions, which could be costly, time-consuming or impossible; or |
• | require that Arrival comply with other unfavorable terms. |
• | the inability or unwillingness of current battery manufacturers to build or operate battery cell manufacturing plants to supply the numbers of lithium-ion cells required to support the growth of the EV industry as demand for such cells increases; |
• | an increase in the cost, or decrease in the available supply, of materials used in the cells; |
• | disruption in the supply of cells due to quality issues or recalls by battery cell manufacturers; and |
• | fluctuations in the value of any foreign currencies in which battery cell and related raw material purchases are or may be denominated against the purchasing entity’s operating currency. |
• | increased subsidies for corn and ethanol production, which could reduce the operating cost of vehicles that use ethanol or a combination of ethanol and gasoline; |
• | increased support for other alternative fuel systems, which could have an impact on the acceptance of Arrival’s electric powertrain system; and |
• | increased sensitivity by regulators to the needs of established automobile manufacturers with large employment bases, high fixed costs and business models based on the ICE, which could lead them to pass regulations that could reduce the compliance costs of such established manufacturers or mitigate the effects of government efforts to promote alternative fuel vehicles. |
• | the requirement that a majority of the Board of Directors consist of independent directors; |
• | the requirement that compensation of its executive officers be determined by a majority of the independent directors of the Board of Directors or a compensation committee comprised solely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | the requirement that director nominees be selected, or recommended for the Board of Directors’ selection, either by a majority of the independent directors of the Board of Directors or a nominating committee comprised solely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | the judgment of the U.S. court is final and enforceable ( exécutoire |
• | the U.S. court had jurisdiction over the subject matter leading to the judgment (that is, its jurisdiction was in compliance both with Luxembourg private international law rules and with the applicable domestic U.S. federal or state jurisdictional rules); |
• | the U.S. court applied to the dispute the substantive law that would have been applied by Luxembourg courts (based on recent case law and legal doctrine, it is not certain that this condition would still be required for an exequatur to be granted by a Luxembourg court); |
• | the judgment was granted following proceedings where the counterparty had the opportunity to appear and, if it appeared, to present a defense, and the decision of the foreign court must not have been obtained by fraud, but in compliance with the rights of the defendant; |
• | the U.S. court acted in accordance with its own procedural laws; and |
• | the decisions and the considerations of the U.S. court must not be contrary to Luxembourg international public policy rules or have been given in proceedings of a tax or criminal nature or rendered subsequent to an evasion of Luxembourg law ( fraude à la loi |
Assumed public offering price per share |
$ | 13.52 | ||
Pro forma net tangible book value per share as of September 30, 2021 |
€ | 1.37 | ||
Increase in pro forma net tangible book value per share attributable to new investors |
€ | 0.39 | ||
|
|
|||
Pro forma as adjusted net tangible book value per share after this offering |
€ | 1.76 | ||
|
|
|||
Dilution in net tangible book value per share to new investors in this offering |
€ | 9.88 | ||
|
|
Shares Purchased |
Total Consideration |
Average Price Per Share |
||||||||||||||||||
Number (€ million) |
Percent |
Amount (€ million) |
Percent |
|||||||||||||||||
Existing stockholders |
599.5 | 96.0 | % | 4,958.9 | 94.7 | % | € | 8.27 | ||||||||||||
New investors |
25.0 | 4.0 | % | 278.0 | 5.3 | % | € | 11.12 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
624.5 | 100.0 | % | 5,236.9 | $ | 100.0 | % | € | 8.39 | |||||||||||
|
|
|
|
|
|
|
|
|
|
As of September 30, 2021 ((€) in millions) |
||||||||
Actual |
As Adjusted |
|||||||
Non-current assets |
567.7 | 567.7 | ||||||
Cash and cash equivalents(1) |
380.7 | 658.7 | ||||||
Other current assets |
90.3 | 90.3 | ||||||
|
|
|
|
|||||
Total assets |
1,038.7 |
1,316.7 |
||||||
|
|
|
|
|||||
Current liabilities(2) |
51.5 | 51.5 | ||||||
Loans and borrowings(3) |
143.0 | 143.0 | ||||||
Deferred tax liability |
7.0 | 7.0 | ||||||
Warrant liability |
13.0 | 13.0 | ||||||
|
|
|
|
|||||
Total liabilities |
214.5 |
214.5 |
||||||
|
|
|
|
|||||
Share capital(4) |
62.0 | 64.5 | ||||||
Share premium(5) |
4,896.9 | 5,172.4 | ||||||
Other reserves |
(2,825.4 | ) | (2,825.4 | ) | ||||
Accumulated deficit |
(1,309.3 | ) | (1,309.3 | ) | ||||
|
|
|
|
|||||
Total shareholders’ equity |
824.2 |
1,102.2 |
||||||
|
|
|
|
|||||
Total liabilities and shareholders’ equity |
1,038.7 |
1,316.7 |
(1) | The adjusted cash and cash equivalents give pro forma effect as if the assumed proceeds from the equity offering less underwriter fees and discounts of €277,966,945 were received as of September 30, 2021. |
(2) | Includes short-term loans and borrowings of €6.0 million, which relate to the short-term part of lease liabilities. |
(3) | Consists of lease liabilities, primarily on Arrival facilities. |
(4) | The adjusted Share capital gives pro forma effect as if 25,000,000 Ordinary Shares with a par value of €0.10 was issued as of September 30, 2021. |
(5) | The adjusted Share premium gives pro forma effect as if the assumed proceeds less underwriter fees and discounts of €277,966,645 less the amount allocated to Share capital of €2,500,000 was received at September 30, 2021. |
• | Prototype Arrival Vans have been built and are being tested. |
• | Buses for public road trials are currently being built. |
• | Arrival has installed and is running production equipment to manufacture the battery modules used on both the Arrival Bus and Arrival Van .. |
• | Arrival has installed and is running production equipment to manufacture composite panels at its Bicester, UK microfactory. |
• | Equipment delivery to Arrival’s Rock Hill, South Carolina microfactory is underway. Installation of equipment is expected to be substantially complete in the fourth quarter of 2021. |
• | Vehicle assembly in Arrival’s highly flexible, local microfactories that can be set up quickly with lower capital expenditures; |
• | Development of Arrival’s high and low voltage “plug & play” components |
• | Use a modular skateboard platform |
• | Use of proprietary composite material |
• | Use of our in-house developed software |
• | Battery related innovations |
• | Composite material innovations |
• | Microfactory and vehicle design flow innovations |
• | Modular hardware and modular software innovations |
• | Robotics related innovations |
• | Van innovations |
• | Bus innovations |
• | Car innovations |
• | Miscellaneous inventions related to vehicle parts/and systems |
• | Rapid Engineering Design Tools |
• | Mobility as a service offerings |
• | New vehicle concepts, platforms and segments |
• | Components development |
• | Materials research |
• | Charging infrastructure |
• | Fintech and insurance |
• | New servicing and maintenance technologies and solutions |
• | Robotics |
• | Digital sales platform |
• | Arrival’s modular skateboard platform allows for multiple vehicle platforms and variants. Arrival believes this configurable design enables customization for local markets and accelerated entry into new vehicle segments. |
• | Arrival is building multiple customer-facing software packages such as vehicle health monitoring, fleet optimization tools, and driver applications that work with its vehicles. |
• | Arrival’s vehicles have been designed with the sensing, computing and chassis system capabilities required for the implementation of autonomous driving that can be used as vehicle platforms by third-party companies developing autonomous software. |
• | Finally, various regulatory agencies are adopting credit mechanisms to encourage the adoption of electric commercial vehicles. As Arrival only manufactures EVs, it expects to generate a surplus of these credits. These credits can then be sold to OEMs that are at risk of not meeting their regulatory credit requirements. |
• | Gulf States—based on U.S. requirements |
• | China—based on EU requirements |
• | South Korea—based on EU, U.S. requirements |
• | India—based on EU requirements |
• | Brazil—based on U.S. requirements |
• | the existing ordinary and preferred shareholders of Arrival Luxembourg SARL contributed their respective equity interests in Arrival Luxembourg SARL to the Company in exchange for Ordinary Shares (the “Exchanges”); |
• | following the Exchanges, CIIG merged with and into Merger Sub and all shares of CIIG Common Stock were exchanged for Ordinary Shares, and, in connection therewith, CIIG’s corporate name changed to Arrival Vault US, Inc. (the “Merger”); |
• | each outstanding warrant to purchase shares of CIIG’s common stock was converted into a Warrant to purchase Ordinary Shares; |
• | each Arrival Luxembourg SARL option, whether vested or unvested, was assumed by the Company and now represents an option award exercisable for Ordinary Shares; |
• | the Arrival Luxembourg SARL restricted shares were exchanged for restricted Ordinary Shares; and |
• | Arrival Luxembourg SARL and CIIG became direct, wholly-owned subsidiaries of the Company. |
• | 2,391,666 Ordinary Shares issuable upon exercise of Warrants that remaining outstanding as of October 31, 2021 after the giving effect to the redemption described above at an exercise price of $11.50 per share; |
• | 7,487,670 Ordinary Shares issuable on a time basis and 6,752,938 Ordinary Shares issuable on a milestone basis upon exercise of stock options outstanding as of October 31, 2021 with a weighted-average exercise price of $7.1955 per share; |
• | 83,635,542 Ordinary Shares reserved under the Arrival Share Option Plan 2020, Arrival Restricted Share Plan and Arrival Incentive Compensation Plan; |
• | Ordinary Shares that will be reserved for issuance under Convertible Notes that are expected to be issued concurrently with this Offering. |
• | Rock Hill, South Carolina, USA installation has commenced and is expected to be substantially complete by the end of 2021 with Bicester, UK expected to be substantially complete by the end of the first quarter of 2022. |
• | Bicester, UK technology cells are being installed to build Arrival Vans for product validation in 2021. |
• | Over 1,400 composite panels manufactured using production equipment in Bicester, UK. |
• | Over 1,850 high voltage battery modules assembled. |
• | In-house developed autonomous mobile robots (“AMRs”) are now capable of coordinating their movement over a wireless link. This allows multiple AMRs to operate as a single unit to move large or heavy loads. |
• | Total capital expenditure at Rock Hill, South Carolina is expected to be approximately $50 million. |
• | Bicester, UK is our lab microfactory where we have prioritized being on time for the start of production of the Arrival Van. As a result, we expect total capital expenditure at Bicester, UK to be approximately $75 million. |
• | From the learnings gained at Bicester, UK, we expect total capital expenditure at Charlotte, North Carolina to be lower than at Bicester, UK, with continued reductions in capital expenditure per microfactory as we scale beyond the initial microfactories. |
• | In order to reduce risks relating to the start of production and enable us to scale, we are incurring additional costs, including: 1) a decision to assemble battery modules and bring logistics in-house, which is adding capital expenditure and operating expenditure; 2) pre-payments to LG Energy Systems (as assignee LG Chem) to secure battery cell line capacity for the next several years; and 3) higher selling, general and administrative expenses as we scale sales, finance and legal. |
• | In addition, we are experiencing industry-wide increases in the expected cost of raw materials including aluminum and petrochemicals. |
• | We also expect higher working capital in our first factories to ensure we have the necessary components and parts to start production of our vehicles. |
• | Prototype Arrival Vans have been built and are being tested. |
• | Buses for public road trials are currently being built. |
• | Arrival has installed and is running production equipment to manufacture the battery modules used on both the Arrival Bus and Arrival Van. |
• | Arrival has installed and is running production equipment to manufacture composite panels at its Bicester, UK microfactory. |
• | Equipment delivery to Arrival’s Rock Hill, South Carolina microfactory is underway. Installation of equipment is expected to be substantially complete in the fourth quarter of 2021. |
Nine months ended September 30, |
Changes |
% Changes |
||||||||||||||
2021 |
2020* |
|||||||||||||||
In thousands of euro | ||||||||||||||||
Revenue |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cost of Revenue |
— | — | — | — | ||||||||||||
Gross Profit |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Administrative expenses |
(111,627 | ) | (43,248 | ) | (68,379 | ) | (158 | %) | ||||||||
Research and development expenses |
(21,737 | ) | (8,277 | ) | (13,460 | ) | (163 | %) | ||||||||
Impairment expense |
(1,918 | ) | (650 | ) | (1,268 | ) | (195 | %) | ||||||||
Other operating income |
1,887 | 1,366 | 521 | 38 | % | |||||||||||
Listing expense** |
(1,018,024 | ) | — | (1,018,024 | ) | — | ||||||||||
Other expenses |
(5 | ) | (208 | ) | 203 | 98 | % | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating (loss) |
(1,151,424 |
) |
(51,017 |
) |
(1,100,407 |
) |
(2,157 |
%) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Finance income |
119,573 | 1,797 | 117,776 | 6,554 | % | |||||||||||
Finance cost |
(11,527 | ) | (3,567 | ) | (7,960 | ) | (223 | %) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Finance income/(cost) |
108,046 |
(1,770 |
) |
109,816 |
6,204 |
% | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
(Loss) before tax |
(1,043,378 | ) | (52,787 | ) | (990,591 | ) | (1,877 | %) | ||||||||
Tax income/(expense) |
(7,118 | ) | 3,337 | (10,455 | ) | (313 | %) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
(Loss) for the period |
(1,050,496 |
) |
(49,450 |
) |
(1,001,046 |
) |
(2,024 |
%) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Attributable to: |
||||||||||||||||
Owners of the Company |
(1,050,496 | ) | (49,450 | ) | (1,001,046 | ) | (2,024 | %) |
* | Comparative figures are of Arrival Luxembourg S.à r.l. in accordance with IFRS 2 for reverse merger. |
** | As a result of the conclusion of the merger with CIIG, Arrival issued shares and warrants to CIIG shareholders, comprised of the fair value of the Company’s shares that were issued to CIIG shareholders of €1,347 million as well as the fair value of the Company’s warrants of €189 million. In exchange, the Company received the identifiable net assets held by CIIG, which had a fair value upon closing of €534 million. The excess of the fair value of the equity instruments issued over the fair value of the identified net assets received, represents a non-cash expense in accordance with IFRS 2. This one-time expense as a result of the transaction, in the amount of €1,002 million, is recognized as a share listing expense presented as part of the operating results within the Consolidated Statement of Profit or Loss. Listing expense also includes €16 million of other related transaction expenses. |
For the Year Ended December 31, |
Changes |
% Changes |
||||||||||||||
2020 |
2019 |
|||||||||||||||
In thousands of euro | ||||||||||||||||
Revenue |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cost of Revenue |
— | — | — | — | ||||||||||||
Gross Profit |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Administrative Expenses |
(75,133 | ) | (31,392 | ) | (43,741 | ) | (139 | %) | ||||||||
Research and Development Expenses |
(17,947 | ) | (11,149 | ) | (6,798 | ) | (61 | %) | ||||||||
Impairment Expense |
(391 | ) | (4,972 | ) | 4,581 | 92 | % | |||||||||
Other Income |
2,362 | 2,583 | (221 | ) | (9 | %) | ||||||||||
Other Expenses |
(6,853 | ) | (6,911 | ) | 58 | (1 | %) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating Loss |
(97,962 |
) |
(51,841 |
) |
(46,121 |
) |
89 |
% | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Finance Income |
2,703 | 51 | 2,652 | 5,200 | % | |||||||||||
Finance Expense |
(5,758 | ) | (3,235 | ) | (2,523 | ) | (78 | %) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Finance (Expense)/Income |
(3,055 |
) |
(3,184 |
) |
129 |
4 |
% | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss Before Tax |
(101,017 | ) | (55,025 | ) | (45,992 | ) | (84 | %) | ||||||||
Tax Income |
17,802 | 6,929 | 10,873 | 157 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss for the Year |
(83,215 |
) |
(48,096 |
) |
(35,119 |
) |
(73 |
%) | ||||||||
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
Changes |
% Changes |
||||||||||||||
2019 |
2018 |
|||||||||||||||
In thousands of euro | ||||||||||||||||
Revenue |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cost of Revenue |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Gross Profit |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Administrative Expenses |
(31,392 | ) | (16,769 | ) | (14,623 | ) | (87 | %) | ||||||||
Research and Development Expenses |
(11,149 | ) | (6,219 | ) | (4,930 | ) | (79 | %) | ||||||||
Impairment Expense |
(4,972 | ) | (9,347 | ) | 4,375 | 47 | % | |||||||||
Other Income |
2,583 | 1,167 | 1,416 | 121 | % | |||||||||||
Other Expenses |
(6,911 | ) | (13 | ) | (6,898 | ) | (53,062 | %) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating Loss |
(51,841 |
) |
(31,181 |
) |
(20,660 |
) |
(66 |
%) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Finance Income |
51 | 140 | (89 | ) | (64 | %) | ||||||||||
Finance Expense |
(3,235 | ) | (99 | ) | (3,136 | ) | (3,168 | %) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Finance (Expense)/Income |
(3,184 |
) |
41 |
(3,225 |
) |
(7,866 |
%) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss Before Tax |
(55,025 | ) | (31,140 | ) | (23,885 | ) | (77 | %) | ||||||||
Tax Income |
6,929 | 951 | 5,978 | 629 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss for the Year |
(48,096 |
) |
(30,189 |
) |
(17,907 |
) |
(59 |
%) | ||||||||
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
In thousands of euro | Restated* |
Restated* |
||||||||||
Net cash provided by (used in) |
||||||||||||
Operating activities |
(77,326 | ) | (35,135 | ) | (19,523 | ) | ||||||
Investing activities |
(106,688 | ) | (48,342 | ) | (25,914 | ) | ||||||
Financing activities |
153,754 | 178,624 | 41,052 | |||||||||
|
|
|
|
|
|
|||||||
Net change in cash and cash equivalents |
(30,260 | ) | 95,147 | (4,385 | ) | |||||||
|
|
|
|
|
|
* | Restated to reflect reclassification of cash flows described in Note 2 in the accompanying consolidated financial statements of Arrival included elsewhere in this prospectus. |
Payments Due by Period |
||||||||||||||||
Total |
Less than 1 Year |
1-5 Years |
More than 5 Years |
|||||||||||||
In thousands of euro |
||||||||||||||||
Contractual Obligations: |
||||||||||||||||
Operating Lease Obligations |
135,595 | 9,891 | 42,905 | 82,799 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
135,595 | 9,891 | 42,905 | 82,799 | ||||||||||||
|
|
|
|
|
|
|
|
Name |
Age |
Title | ||||
Denis Sverdlov |
43 | Chief Executive Officer | ||||
John Wozniak |
50 | Chief Financial Officer | ||||
Avinash Rugoobur |
40 | President and Director | ||||
Michael Ableson |
60 | Chief Executive Officer, Automotive | ||||
Daniel Chin |
38 | General Counsel | ||||
Tawni Nazario-Cranz |
47 | Director | ||||
F. Peter Cuneo (Chairman) |
77 | Director | ||||
Alain Kinsch |
50 | Director | ||||
Kristen O’Hara |
51 | Director | ||||
Yunseong Hwang |
53 | Director | ||||
Rexford J. Tibbens |
53 | Director |
• | appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; |
• | discussing with our independent registered public accounting firm their independence from management; |
• | reviewing, with our independent registered public accounting firm, the scope and results of their audit; |
• | approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; |
• | overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the annual financial statements that we file with the SEC; |
• | overseeing our financial and accounting controls and compliance with legal and regulatory requirements; |
• | reviewing our policies on risk assessment and risk management; |
• | reviewing related person transactions; and |
• | establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. |
• | reviewing and approving the corporate goals and objectives, evaluating the performance of and reviewing and approving, (either alone or, if directed by the Board of Directors, in conjunction with a majority of the independent members of the Board of Directors) the compensation of our Chief Executive Officer; |
• | overseeing an evaluation of the performance of and reviewing and setting or making recommendations to our Board of Directors regarding the compensation of our other executive officers; |
• | reviewing and approving or making recommendations to our Board of Directors regarding our incentive compensation and equity-based plans, policies and programs; |
• | reviewing and approving all employment agreement and severance arrangements for our executive officers; |
• | making recommendations to our Board of Directors regarding the compensation of our directors; and |
• | retaining and overseeing any compensation consultants. |
• | overseeing succession planning for our Chief Executive Officer and other executive officers; |
• | periodically reviewing our Board of Directors’ leadership structure and recommending any proposed changes to our Board of Directors; |
• | overseeing an annual evaluation of the effectiveness of our board of directors and its committees; and |
• | developing and recommending to our Board of Directors a set of corporate governance guidelines. |
• | 2,391,666 Ordinary Shares issuable upon exercise of Warrants that remaining outstanding as of October 31, 2021 after the giving effect to the redemption described above at an exercise price of $11.50 per share; |
• | 7,487,670 Ordinary Shares issuable on a time basis and 6,752,938 Ordinary Shares issuable on a milestone basis upon exercise of stock options outstanding as of October 31, 2021 with a weighted-average exercise price of $7.1955 per share; |
• | 83,635,542 Ordinary Shares reserved under the Arrival Share Option Plan 2020, Arrival Restricted Share Plan and Arrival Incentive Compensation Plan; |
• | Ordinary Shares that will be reserved for issuance under Convertible Notes that are expected to be issued concurrently with this Offering. |
• | no exercise by the underwriters of their option to purchase additional Ordinary Shares; and |
• | no exercise of the outstanding warrants or options described above. |
• | prior authorization by a simple majority vote at an ordinary general meeting of shareholders, which authorization sets forth: |
• | the terms and conditions of the proposed repurchase and in particular the maximum number of Ordinary Shares to be repurchased; |
• | the duration of the period for which the authorization is given, which may not exceed five years; and |
• | the shares repurchases, taking into account the treasury shares held pursuant to previous redemptions, may not have the effect of reducing the net assets below the thresholds set forth in article 430-15 of the 1915 Law; |
• | only fully paid-up Ordinary Shares may be repurchased; |
• | the voting and dividend rights attached to the repurchased shares will be suspended as long as the repurchased Ordinary Shares are held by the Company; and the acquisition offer must be made on the same terms and conditions to all the shareholders who are in the same position, except for acquisitions which were unanimously decided by a general meeting at which all the shareholders were present or represented. In addition, listed companies may repurchase their own shares on the stock exchange without an acquisition offer having to be made to our shareholders. |
• | On September 12, 2017, Arrival acquired TRA Robotics Ltd (later renamed Arrival Robotics Ltd) from K Remy Robotics S.à r.l. (an affiliate of Kinetik S.à r.l.) for $1.8 million. |
• | On October 30, 2018, Arrival Ltd, a subsidiary of Arrival, acquired Sim-ply Designed Ltd from Studio 26 S.à r.l. (an affiliate of Kinetik S.à r.l.) for €1.7 million. |
• | On April 11, 2019, Arrival acquired Arrival Management Systems Limited (later renamed Arrival M Ltd) from K Cybernation S.à r.l. (an affiliate of Kinetik S.à r.l.) for €3.3 million. |
• | On September 2, 2019, Arrival Ltd, a subsidiary of Arrival, acquired Roborace Limited (later renamed Arrival R Ltd) from K Robolife S.à r.l. (an affiliate of Kinetik S.à r.l.) for €61.1 million. |
• | On September 2, 2019, Arrival acquired Roborace Inc. (later renamed Arrival USA Inc.) from K Robolife S.à r.l. (an affiliate of Kinetik S.à r.l.) for €4.5 million. |
Tim Holbrow: |
176,001 | |
Avinash Rugoobur: |
880,001 | |
Mike Ableson: |
440,001 | |
Daniel Chin: |
293,334 |
• | each person known by us to own beneficially more than five percent of our common stock; |
• | each of our directors; |
• | each of our named executive officers; and |
• | all of our current executive officers and directors as a group. |
Name of Beneficial Owner |
Number of Common Shares Beneficially Owned |
Percentage of Outstanding Common Shares (1) |
||||||
Executive Officers and Directors: |
||||||||
Denis Sverdlov (2) |
818,639 | * | ||||||
John Wozniak |
— | — | ||||||
Tim Holbrow |
98,237 | * | ||||||
Avinash Rugoobur |
491,184 | * | ||||||
Michael Ableson |
245,593 | * | ||||||
Daniel Chin |
163,728 | * | ||||||
Tawni Nazario-Cranz |
2,500 | * | ||||||
F. Peter Cuneo (3) |
681,346 | * | ||||||
Alain Kinsch |
2,500 | * | ||||||
Kristen O’Hara |
27,500 | * | ||||||
Rexford J. Tibbens Yunseong Hwang |
|
2,500 — |
|
|
* — |
| ||
All directors and executive officers as a group (12 individuals) |
2,533,727 | * | ||||||
Five Percent or More Holders: |
||||||||
Kinetik S.à r.l. (4) |
463,275,682 | 74.67 | % |
* | Less than one percent of outstanding Ordinary Shares. |
(1) | Percentages are based on 620,431,341 Ordinary Shares outstanding as of October 31, 2021. |
(2) | Does not include the 818,639 milestone-based options for which the vesting event has not occurred. Does not include Ordinary Shares held by Kinetik S.à r.l. Mr. Sverdlov is the founder of Kinetik S.à r.l. Kinetik S.à r.l. is owned by The Kinetik Trust, of which Mr. Sverdlov is a beneficiary. Mr. Sverdlov disclaims beneficial interest of such shares. |
(3) | Includes Ordinary Shares held in joint ownership with Maris S. Cuneo. |
(4) | Includes 75,770,000 Ordinary Shares held by Kinetik Finance SARL, a wholly-owned subsidiary of Kinetik S.à r.l. The trustee of The Kinetik Trust, The Kinetik Foundation, may be deemed to have voting and dispositive power of the Ordinary Shares held by Kinetik S.à r.l. and Kinetik Finance SARL. Voting and investment decisions are made on behalf of The Kinetik Foundation by a council of three members, none of whom have individual or investment power with respect to such shares. |
• | 2,391,666 Ordinary Shares issuable upon exercise of Warrants that remaining outstanding as of October 31, 2021 after the giving effect to the redemption described above at an exercise price of $11.50 per share; |
• | 7,487,670 Ordinary Shares issuable on a time basis and 6,752,938 |
• | 14,240,608 Ordinary Shares reserved under the Arrival Share Option Plan 2020; |
• | Ordinary Shares that will be reserved for issuance under Convertible Notes that are expected to be issued concurrently with this Offering. |
• | 1.0% of the number of Ordinary Shares then outstanding, which will equal approximately Ordinary Shares immediately after the completion of this offering based on the number of Ordinary Shares outstanding as of October 31, 2021; and |
• | the average weekly trading volume of our Ordinary Shares on Nasdaq during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale, provided, in each case, that we have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials); and |
• | at least one year has elapsed from the time that the issuer filed Form 20-F type information with the SEC, which we filed on March 26, 2021, reflecting our status as an entity that is not a shell company. |
• | financial institutions or financial services entities; |
• | insurance companies; |
• | government agencies or instrumentalities thereof; |
• | regulated investment companies and real estate investment trusts; |
• | expatriates or former residents of the United States; |
• | persons that acquired the Ordinary Shares pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation; |
• | dealers or certain electing traders subject to a mark-to-market |
• | persons holding the Ordinary Shares as part of a “straddle,” constructive sale, integrated transactions or similar transactions; |
• | persons whose functional currency is not the U.S. dollar; |
• | partnerships or other pass-through entities for U.S. federal income tax purposes or investors in such entities; |
• | persons required to accelerate the recognition of any item of gross income with respect to the Ordinary Shares as a result of such income being recognized on an applicable financial statement; |
• | persons actually or constructively owning 10% or more of the Ordinary Shares; or |
• | tax-exempt entities. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate whose income is subject to U.S. federal income tax regardless of its source; or |
• | a trust if (1) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust; or (2) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. |
• | the gain or excess distribution will be allocated ratably over the period during which the U.S. holder held its Ordinary Shares; |
• | the amount allocated to the current taxable year, will be treated as ordinary income; and |
• | the amount allocated to prior taxable years will be subject to the highest tax rate in effect for that taxable year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. |
Underwriter |
Number of shares |
|||
Goldman Sachs International |
||||
J.P. Morgan Securities LLC |
||||
Barclays Capital Inc. |
||||
Cowen and Company, LLC |
||||
Total |
||||
Per Share |
Without Option |
With Option |
||||||||||
Public offering price |
$ | $ | $ | |||||||||
Underwriting discount |
$ | $ | $ | |||||||||
Proceeds, before expenses, to us |
$ | $ | $ |
• | offer, pledge, sell or contract to sell any common stock, |
• | sell any option or contract to purchase any common stock, |
• | purchase any option or contract to sell any common stock, |
• | grant any option, right or warrant for the sale of any common stock, |
• | lend or otherwise dispose of or transfer any common stock, |
• | request or demand that we file or make a confidential submission of a registration statement related to the common stock, or |
• | enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise. |
a. | to any legal entity which is a qualified investor as defined under the Prospectus Regulation; |
b. | to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or |
c. | in any other circumstances falling within Article 1(4) of the Prospectus Regulation, |
(a) | a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or |
(b) | a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, |
(a) | to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; |
(b) | where no consideration is or will be given for the transfer; |
(c) | where the transfer is by operation of law; or |
(d) | as specified in Section 276(7) of the SFA. |
U.S. Dollar |
||||
SEC Registration Fee |
$ | 37,388.40 | ||
FINRA Filing Fee |
$ | 60,918,13 | ||
Legal Fees and Expenses |
||||
Accounting Fees and Expenses |
||||
Printing Expenses |
||||
Transfer Agent Expenses |
||||
Miscellaneous Expenses |
||||
|
|
|||
Total |
$ | |||
|
|
Page |
||||
ARRIVAL LUXEMBOURG SARL |
||||
Audited Financial Statements |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
||||
F-8 |
||||
F-9 |
||||
ARRIVAL |
||||
For the period from October 27, 2020 (inception) through December 31, 2020 |
||||
Audited Financial Statements |
||||
F-59 |
||||
F-60 |
||||
F-61 |
||||
F-62 |
||||
F-63 |
||||
F-64 |
||||
For the nine and three months periods ended September 30, 2021 and September 30, 2020 |
||||
Unaudited Financial Statements |
||||
F-73 | ||||
F-74 | ||||
F-75 | ||||
F-76 | ||||
F-77 | ||||
F-79 |
Page | ||
F-4 | ||
F-5 | ||
F-6 | ||
F-7 | ||
F-8 | ||
F-9 - F-56 |
In thousands of euro |
2020 |
2019 |
2018 |
|||||||||||||
Note | ||||||||||||||||
Continuing Operations |
||||||||||||||||
Administrative expenses |
19C | ( |
) | ( |
) | ( |
) | |||||||||
Research and development expenses |
19C | ( |
) | ( |
) | ( |
) | |||||||||
Impairment expense |
19C | ( |
) | ( |
) | ( |
) | |||||||||
Other income |
19A | |||||||||||||||
Other expenses |
19B | ( |
) | ( |
) | ( |
) | |||||||||
|
|
|
|
|
|
|||||||||||
Operating loss |
( |
) |
( |
) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Finance income |
20 | |||||||||||||||
Finance expense |
20 | ( |
) | ( |
) | ( |
) | |||||||||
|
|
|
|
|
|
|||||||||||
Net finance expense |
( |
) |
( |
) |
||||||||||||
|
|
|
|
|
|
|||||||||||
Loss before tax |
( |
) |
( |
) |
( |
) | ||||||||||
Tax income |
16A | |||||||||||||||
|
|
|
|
|
|
|||||||||||
Loss for the year |
( |
) |
( |
) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Attributable to: |
||||||||||||||||
Owners of the Company |
( |
) | ( |
) | ( |
) | ||||||||||
Earnings per share (presented in euro) |
14 | |||||||||||||||
Basic earnings per share |
( |
) | ( |
) | ( |
) | ||||||||||
Diluted earnings per share |
( |
) | ( |
) | ( |
) |
Loss for the year |
( |
) |
( |
) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Items that may be reclassified subsequently to the consolidated statement profit or (loss) |
||||||||||||||||
Exchange differences on translating foreign operations |
13C | ( |
) | ( |
) | |||||||||||
|
|
|
|
|
|
|||||||||||
Total other comprehensive (loss)/income |
( |
) |
( |
) | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total comprehensive loss for the year |
( |
) |
( |
) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Attributable to: |
||||||||||||||||
Owners of the Company |
( |
) | ( |
) | ( |
) |
In thousands of euro |
2020 |
2019 |
||||||||||
ASSETS |
||||||||||||
Non-Current Assets |
Note | |||||||||||
Property, plant and equipment |
7 | |||||||||||
Intangible assets and goodwill |
8 | |||||||||||
Deferred tax asset |
16B | |||||||||||
Trade and other receivables |
10A | |||||||||||
|
|
|
|
|||||||||
Total Non-Current Assets |
||||||||||||
|
|
|
|
|||||||||
Current Assets |
||||||||||||
Inventory |
11 | |||||||||||
Loans to executives |
22,25 | — | ||||||||||
Trade and other receivables |
10B | |||||||||||
Prepayments |
||||||||||||
Cash and cash equivalents |
12 | |||||||||||
|
|
|
|
|||||||||
Total Current Assets |
||||||||||||
|
|
|
|
|||||||||
TOTAL ASSETS |
||||||||||||
|
|
|
|
|||||||||
EQUITY AND LIABILITIES |
||||||||||||
Capital and reserves |
||||||||||||
Share capital |
13A | |||||||||||
Share premium |
13B | |||||||||||
Other reserves |
13C | |||||||||||
Accumulated deficit |
( |
) | ( |
) | ||||||||
|
|
|
|
|||||||||
Total Equity |
||||||||||||
|
|
|
|
|||||||||
Non-Current Liabilities |
||||||||||||
Deferred tax liability |
16B | — | ||||||||||
Loans and borrowings |
15 | |||||||||||
|
|
|
|
|||||||||
Total Non-Current Liabilities |
||||||||||||
|
|
|
|
|||||||||
Current Liabilities |
||||||||||||
Current tax liabilities |
||||||||||||
Loans and borrowings |
15 | |||||||||||
Trade and other payables |
17 | |||||||||||
|
|
|
|
|||||||||
Total Current Liabilities |
||||||||||||
|
|
|
|
|||||||||
TOTAL EQUITY AND LIABILITIES |
||||||||||||
|
|
|
|
In thousands of euro |
Note |
Share capital |
Share premium |
Accumulated deficit |
Other reserves* |
Total equity |
||||||||||||||||||
Balance at January 1, 2020 |
( |
) |
||||||||||||||||||||||
Loss for the year |
— | — | ( |
) | — | ( |
) | |||||||||||||||||
Other comprehensive income |
— | — | — | ( |
) | ( |
) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Transactions with shareholders |
( |
) |
( |
) |
||||||||||||||||||||
Capital increase |
13 | — | — | |||||||||||||||||||||
Restrictive Share Plan to employees |
13,10 A | — | — | — | ||||||||||||||||||||
Equity-settled share-based payments |
21 | — | — | — | ||||||||||||||||||||
Business combination under common control |
— | — | ( |
) | — | ( |
) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2020 |
( |
) |
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Unadjusted balance at January 1, 2019 |
( |
) |
||||||||||||||||||||||
Changes in accounting policy to reflect IFRS 16 |
— | — | ( |
) | — | ( |
) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at January 1, 2019 |
( |
) |
||||||||||||||||||||||
Loss for the year |
— | — | ( |
) | ( |
) | ||||||||||||||||||
Other comprehensive income |
— | — | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Transactions with shareholders |
( |
) |
||||||||||||||||||||||
Capital increase |
13 | — | — | |||||||||||||||||||||
Conversion of share premium to share capital |
13 | ( |
) | — | — | — | ||||||||||||||||||
Business combination under common control |
— | — | ( |
) | — | ( |
) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2019 |
( |
) |
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at January 1, 2018 |
( |
) |
||||||||||||||||||||||
Loss for the year |
— | — | ( |
) | — | ( |
) | |||||||||||||||||
Other comprehensive loss |
— | — | — | ( |
) | ( |
) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Transactions with shareholders |
( |
) |
||||||||||||||||||||||
Capital increase |
12 | — | — | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2018 |
( |
) |
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
* | Other reserves comprise of translation reserves and equity reserves which are not distributable (see note 13). |
In thousands of euro |
2020 |
2019 |
2018 |
|||||||||||||
Note | Restated* | Restated* | ||||||||||||||
Cash flows used in operating activities |
||||||||||||||||
Loss for the year |
( |
) |
( |
) |
( |
) | ||||||||||
Adjustments for: |
||||||||||||||||
• |
7,8,19 | |||||||||||||||
• |
8,10,19 | |||||||||||||||
• |
( |
) | ||||||||||||||
• |
20 | ( |
) | |||||||||||||
• |
19C,21 | — | — | |||||||||||||
• |
19A,19B | — | ( |
) | — | |||||||||||
• |
19A | ( |
) | ( |
) | — | ||||||||||
• |
16 | ( |
) | ( |
) | |||||||||||
• |
16 | ( |
) | ( |
) | |||||||||||
|
|
|
|
|
|
|||||||||||
Cash flows used in operations before working capital changes |
( |
) |
( |
) |
( |
) | ||||||||||
(Increase)/decrease in trade and other receivables |
( |
) | ( |
) | ||||||||||||
Increase/(decrease) in trade and other payables |
( |
) | ||||||||||||||
(Increase) of inventory |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Cash flows used in operations |
( |
) |
( |
) |
( |
) | ||||||||||
Income tax and other taxes received/(paid) |
( |
) | ||||||||||||||
Interest received |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Net cash used in operating activities |
( |
) |
( |
) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Cash flows from investing activities |
||||||||||||||||
Acquisition of intangible assets and goodwill |
8 | ( |
) | ( |
) | ( |
) | |||||||||
Acquisition of property, plant and equipment |
7 | ( |
) | ( |
) | ( |
) | |||||||||
Grants received |
||||||||||||||||
Prepayments for tangible and intangible assets |
( |
) | ( |
) | ( |
) | ||||||||||
Cash received on acquisition of entities, net of consideration paid |
9 | — | ||||||||||||||
Proceeds from the sale of fixed assets |
— | — | ||||||||||||||
Loans granted |
— | ( |
) | ( |
) | |||||||||||
|
|
|
|
|
|
|||||||||||
Net cash used in investing activities |
( |
) |
( |
) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Cash flows from financing activities |
||||||||||||||||
Issuance of Preferred A shares |
13 | — | ||||||||||||||
Contribution of Kinetik to the share premium of the Company without the issuance of any shares |
13 | — | ||||||||||||||
Proceeds from borrowings |
— | — | ||||||||||||||
Repayment of borrowings |
( |
) | — | — | ||||||||||||
Repayment of interest |
( |
) | — | — | ||||||||||||
Repayment of lease liabilities |
15 | ( |
) | ( |
) | — | ||||||||||
|
|
|
|
|
|
|||||||||||
Net cash from financing activities |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Net increase/(decrease) in cash and cash equivalents |
( |
) |
( |
) | ||||||||||||
Cash and cash equivalents at January 1 |
12 | |||||||||||||||
Effects of movements in exchange rates on cash held |
( |
) | ||||||||||||||
|
|
|
|
|
|
|||||||||||
Cash and cash equivalents at December 31 |
||||||||||||||||
|
|
|
|
|
|
* | Restated to reflect reclassification of cash flows described in note 2 |
Effective date |
New standards or amendments | |
January 1, 2020 |
Amendments to References to Conceptual Framework in IFRS Standards | |
IFRS 3 – Definition of a Business | ||
IAS 1 and IAS 8 – Definition of Material | ||
IFRS 9, IAS 39 and IFRS 7 – Interest rate benchmark Reform | ||
June 1, 2020 |
Amendments to IFRS 16 Leases COVID-19 – Related Rent Concessions | |
January 1, 2019 |
IFRIC 23 – Uncertainty over Tax Treatments | |
IFRS 16 – Leases | ||
IFRS 9 – Prepayments Features with Negative Compensation | ||
Annual improvements to IFRSs 2015-2017 Cycle (Amendments to IFRS3, IFRS 11, IAS 12 and IAS 23) |
• | IFRS 16 “Leases” |
• |
IFRS 16 “Leases” |
In thousands of euro |
January 1, 2019 |
|||
The impact at transition |
||||
Right of use assets – property plant and equipment |
||||
Lease liability |
( |
) | ||
Retained earnings |
In thousands of euro |
||||
Lease liabilities at transition |
||||
Operating lease commitments at December 31, 2018 as disclosed under IAS 17 |
||||
Discounted using the incremental borrowing rate at January 1, 2019* |
||||
Lease liabilities recognised at January 1, 2019 |
* |
When measuring lease liabilities for leases that were classified as operating leases, the Group discounted the lease payments using its incremental borrowing rate at January 1, 2019. The weighted average of the incremental borrowing rate applied to the lease liabilities was |
• |
IFRS 16 “Leases” |
January 1, 2021 |
IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – Interest Rate Benchmark Reform – Phase 2 | |
January 1, 2022 |
IFRS 3 – Amendments to References to Conceptual Framework | |
January 1, 2022 |
IAS 16 – Proceeds before intended use | |
January 1, 2022 |
IAS 37 – Cost of fulfilling a contract | |
January 1, 2023 |
IAS 1 – Classification of Liabilities as Current or Non-Current | |
January 1, 2023 |
IFRS 17 – Insurance Contracts | |
Available for optional adoption/effective date deferred indefinitely |
IFRS 10 and IAS 28 – Sale or Contribution of Assets between Investor and its Associate or Joint Venture |
a) | Subsidiary companies |
b) |
Business combinations |
b) |
Business combinations (continued) |
The Group |
Country of registration |
Participation in share capital |
Principal activity and status | |||||||||
2020 |
2019 |
|||||||||||
% |
% |
|||||||||||
Arrival Ltd |
% |
% |
||||||||||
Arrival Nominees Ltd |
— |
— |
||||||||||
Arrival Software Ltd |
— |
% |
||||||||||
Sim-ply Designed Ltd |
— |
— |
||||||||||
Arrival One Ltd |
— |
— |
||||||||||
Arrival Robotics Ltd (previously named TRA Robotics Ltd) |
% |
% |
||||||||||
Arrival R Ltd (previously named Roborace Ltd) |
% |
% |
||||||||||
Arrival M Ltd (previously named Cybernation Ltd) |
— |
% |
||||||||||
Arrival Jet Ltd |
% |
% |
||||||||||
Arrival Elements Ltd |
— |
% |
||||||||||
Roborace Ltd |
% |
— |
||||||||||
Arrival Management Systems Ltd |
— |
% |
||||||||||
Arrival Automotive UK Ltd |
% | % | ||||||||||
Arrival Solutions UK Ltd |
% | — | ||||||||||
Arrival Mobility Ltd |
% | % |
b) |
Business combinations (continued) |
The Group |
Country of registration |
Participation in share capital |
Principal activity and status | |||||||||
2020 |
2019 |
|||||||||||
% |
% |
|||||||||||
Arrival Vault UK Ltd |
% |
— |
||||||||||
Arrival Elements B.V. |
% |
% |
||||||||||
Arrival USA Inc (previously named Roborace Inc) |
% |
% |
||||||||||
Arrival Automotive USA Inc |
% |
% |
||||||||||
ARSNL Merger Sub Inc |
% |
— |
||||||||||
Roborace Inc |
% |
— |
||||||||||
Arrival Solutions USA Inc |
% |
— |
||||||||||
Arrival Automotive PTE Ltd |
% |
% |
||||||||||
Arrival RUS LLC (previously named Arrival Software LLC) |
% |
% |
||||||||||
Arrival Robotics LLC (previously named TRA Robotics LLC) |
% |
% |
||||||||||
Arrival Germany GmbH |
% |
% |
||||||||||
Arrival Automotive Germany GmbH |
% |
% |
||||||||||
Arrival Solutions Germany GmbH (previously named Cybernation Germany GmbH) |
% |
— |
||||||||||
Arrival Israel Ltd |
% |
% |
||||||||||
Arrival LT UAB |
% |
— |
||||||||||
Arrival (previously named Arrival Group S.A.) |
% |
— |
c) |
Transactions eliminated at consolidation |
1. | Foreign currency transactions |
2. |
Foreign operations |
Consolidated Balance Sheet Closing rates |
Consolidated Statement of profit or (loss) and other comprehensive (loss)/income Average rates |
|||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | 2018 | ||||||||||||||||||
British Pounds |
GBP | |||||||||||||||||||||
Russian Rubles |
RUB | |||||||||||||||||||||
US Dollar |
USD | |||||||||||||||||||||
Singapore Dollar |
SGD | |||||||||||||||||||||
Israeli Shekel |
ILS | — |
Depreciation method | Depreciation Rate | |||||||
Plant and machinery |
% | |||||||
Furniture & Fittings |
% | |||||||
Computer equipment |
% | |||||||
Motor vehicles |
% |
Amortisation method |
Amortisation Rate | |||
Trademarks and Patents |
||||
Software |
period which any licenses cover |
— |
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. |
— |
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). |
— |
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
1. |
Definition of a lease |
2. |
Leased assets |
2. |
Leased assets (Continued) |
• | fixed payments, including in-substance fixed payments, less any lease incentives receivable; and |
• | amounts expected to be payable under a residual value guarantee. |
3. |
Short-t e rm leases and leases of low-value assets |
Change required for carrying amount to equal recoverable amount |
||||
Weighted average cost of capital |
% | |||
Product growth rate |
% |
December 31, 2020 | ||||||||
Increase | Decrease | |||||||
Resign before one year ( |
||||||||
Resign before the milestone dates ( |
( |
) | ||||||
Milestones be achieved ( |
( |
) |
December 31, 2020 | ||||||||
Increase | Decrease | |||||||
Repayment of loans ( |
( |
) | ||||||
Discount rate ( |
( |
) | ||||||
Annual increase in savings ( |
( |
) | ||||||
Initial savings ( |
( |
) | ||||||
Volatility ( |
( |
) |
• | Liquidity risk |
• | Credit risk |
• | Market risk |
2020 |
2019 |
2018 |
||||||||||
EUR/USD |
( |
%) | % | ( |
%) | |||||||
EUR/GBP |
( |
%) | % | ( |
%) | |||||||
EUR/RUB |
( |
%) | % | ( |
%) | |||||||
EUR/ILS |
% | % | — |
1. | Operational risk |
2. | Compliance risk |
3. | Legal risk |
4. | Risk due to the COVID-19 pandemic |
5. | Risk due to Brexit |
• | Capitalised development costs – These assets are in relation to projects that will deliver value via electric vehicle production and services for these vehicles starting in 2022. We do not consider that there is any impairment as 1) this extends into the period during which the pandemic is likely to have ended, 2) we anticipate that demand for Arrival’s electric vehicles to be largely unimpacted by the pandemic. |
• | The Group’s right-of-use COVID-19 as we continue to plan to build micro-factories in these locations. As the activities of the Group has continued to grow over 2020 this required us to lease additional premises in UK, USA, Russia, Lithuania, Israel and Germany. As the real estate market has been impacted by COVID-19, this presented us with the opportunity to enter into favourable lease agreements. |
In thousands of euro |
Land and Buildings* |
Plant and Equipment |
Furniture and fittings |
Motor Vehicles |
Assets under Construction** |
TOTAL |
||||||||||||||||||
Cost |
||||||||||||||||||||||||
At January 1, 2020 |
||||||||||||||||||||||||
Additions |
||||||||||||||||||||||||
Disposals |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Modification of lease*** |
||||||||||||||||||||||||
Additions through business combinations under common control |
||||||||||||||||||||||||
Transfers |
( |
) | ( |
) | ||||||||||||||||||||
Additions through business combinations |
||||||||||||||||||||||||
Foreign exchange differences |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
At December 31, 2020 |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Depreciation/impairment |
||||||||||||||||||||||||
At January 1, 2020 |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
Additions through business combinations under common control |
( |
) | ( |
) | ( |
) |
( |
) | ||||||||||||||||
Depreciation |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
Modification of lease*** |
||||||||||||||||||||||||
Transfers |
||||||||||||||||||||||||
Impairment |
( |
) | ( |
) | ||||||||||||||||||||
Disposal |
||||||||||||||||||||||||
Foreign exchange differences |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
At December 31, 2020 |
( |
) |
( |
) |
( |
) |
( |
) |
— |
( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net book Value |
||||||||||||||||||||||||
At January 1, 2020 |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
At December 31, 2020 |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cost |
||||||||||||||||||||||||
At January 1, 2019 |
||||||||||||||||||||||||
Recognition of right-of-use |
||||||||||||||||||||||||
Additions |
||||||||||||||||||||||||
Disposals |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||
Modification of lease |
In thousands of euro |
Land and Buildings* |
Plant and Equipment |
Furniture and fittings |
Motor Vehicles |
Assets under Construction** |
TOTAL |
||||||||||||||||||
Additions through business combinations under common control |
||||||||||||||||||||||||
Foreign exchange differences |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
At December 31, 2019 |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Depreciation/impairment |
||||||||||||||||||||||||
At January 1, 2019 |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
Recognition of right-of-use t ial application of IFRS 16 |
( |
) | ( |
) | ||||||||||||||||||||
Additions through business combinations under common control |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
Depreciation |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
Modification of lease |
||||||||||||||||||||||||
Disposal |
||||||||||||||||||||||||
Foreign exchange differences |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
At December 31, 2019 |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net book Value |
||||||||||||||||||||||||
At January 1, 2019 |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
At December 31, 2019 |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
In thousands of euro |
Plant and Equipment |
Furniture and fittings |
Motor Vehicles |
Assets under Construction |
TOTAL |
|||||||||||||||
Cost |
||||||||||||||||||||
At January 1, 2018 |
||||||||||||||||||||
Additions |
||||||||||||||||||||
Reclassification |
( |
) |
||||||||||||||||||
Foreign exchange differences |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2018 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
In thousands of euro |
Plant and Equipment |
Furniture and fittings |
Motor Vehicles |
Assets under Construction |
TOTAL |
|||||||||||||||
Depreciation/impairment |
||||||||||||||||||||
At January 1, 2018 |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Depreciation |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Reclassification |
||||||||||||||||||||
Impairment |
||||||||||||||||||||
Foreign exchange differences |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2018 |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
* | Land and Building comprise of leased buildings and leasehold improvements. The cost of leased buildings amounts to EUR |
** | Assets under construction classified under property, plant and equipment are assets bought and/or lease hold improvements that are not ready for use. |
*** | During 2020, the Group has entered a number of new leases and amended several existing agreements. The Group has entered into |
In thousands of euro |
Goodwill |
Assets under construction**** |
Patent, trademarks and other rights |
Software |
TOTAL |
|||||||||||||||
Cost |
||||||||||||||||||||
At January 1, 2020 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Additions |
— | |||||||||||||||||||
Additions through business combinations under common control |
— | — | — | |||||||||||||||||
Additions through business combinations |
— | — | — | |||||||||||||||||
Transfer |
( |
) | — | — | — | ( |
) | |||||||||||||
Disposal |
— | — | — | ( |
) | ( |
) | |||||||||||||
Foreign exchange differences |
— | ( |
) | ( |
) | ( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2020 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
In thousands of euro |
Goodwill |
Assets under construction**** |
Patent, trademarks and other rights |
Software |
TOTAL |
|||||||||||||||
Amortisation/impairment |
||||||||||||||||||||
At January 1, 2020 |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
Amortisation |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
Additions through business combinations under common control |
— | — | ( |
) | — | ( |
) | |||||||||||||
Transfer |
— | — | — | |||||||||||||||||
Disposal |
— | — | — | |||||||||||||||||
Impairment |
— | ( |
) | — | — | ( |
) | |||||||||||||
Foreign exchange differences |
— | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2020 |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net book Value |
||||||||||||||||||||
At January 1, 2020 |
— | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2020 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
In thousands of euro |
Goodwill |
Assets under construction**** |
Patent, trademarks and other rights |
Software |
TOTAL |
|||||||||||||||
Cost |
||||||||||||||||||||
At January 1, 2019 |
||||||||||||||||||||
Additions |
— | |||||||||||||||||||
Additions through business combinations under common control |
— | |||||||||||||||||||
Disposal |
— | ( |
) |
( |
) | — | ( |
) | ||||||||||||
Foreign exchange differences |
— | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2019 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation/impairment |
||||||||||||||||||||
At January 1, 2019 |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
Amortisation |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
Additions through business combinations under common control |
— | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||
Disposal |
— | — | — | |||||||||||||||||
Impairment |
( |
) | ( |
) | — | — | ( |
) | ||||||||||||
Foreign exchange differences |
— | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2019 |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
|
|
In thousands of euro |
Goodwill |
Assets under construction**** |
Patent, trademarks and other rights |
Software |
TOTAL |
|||||||||||||||
Net book Value |
||||||||||||||||||||
At January 1, 2019 |
— | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2019 |
— | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cost |
||||||||||||||||||||
At January 1, 2018 |
— | |||||||||||||||||||
Additions |
— | |||||||||||||||||||
Foreign exchange differences |
— | ( |
) | ( |
) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2018 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Amortisation/impairment |
||||||||||||||||||||
At January 1, 2018 |
( |
) | ( |
) | — | ( |
) | ( |
) | |||||||||||
Amortisation |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
Impairment |
— | ( |
) | — | — | ( |
) | |||||||||||||
Foreign exchange differences |
— | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2018 |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
|
|
a. |
The identifiable net assets acquired and liabilities recognised on acquisition were: |
In thousands of euro |
Note |
|||||||
Property, plant and equipment |
7 | |||||||
Intangible assets |
8 | |||||||
Trade and other receivables |
||||||||
Cash and cash equivalent |
||||||||
Lease liabilities |
( |
) | ||||||
Deferred tax |
( |
) | ||||||
Trade and other payables |
( |
) | ||||||
|
|
|||||||
Total |
( |
) | ||||||
|
|
b. | Measurement of fair values |
Assets acquired |
Valuation technique | |
-Property, plant and equipment |
Market comparison technique and cost technique was applied to all assets acquired. The valuation model considers market prices for similar items. |
c. | Goodwill: |
In thousands of euro |
Note |
|||||||
Consideration transferred |
||||||||
Fair value of identifiable net assets |
||||||||
|
|
|||||||
Goodwill |
||||||||
|
|
B. |
Business combinations under common control |
B. |
Business combinations under common control (continued) |
2020 |
2019 |
|||||||
In thousands of euro |
||||||||
Loans receivable |
||||||||
Other |
||||||||
Call deposit |
||||||||
Cash Guarantees and deposits |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
• | The assets are held within a business model whose objective is to collect the contractual cash flows and |
• | The contractual terms give rise to cash flows that are solely payments of principal and interest. |
2020 |
2019 |
|||||||
In thousands of euro |
||||||||
VAT receivable |
||||||||
Tax receivable |
||||||||
Call deposit |
||||||||
Deferred charges |
||||||||
Loans receivable |
||||||||
Impairment of other receivables |
( |
) | ||||||
Other receivables |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
In thousands of euro |
2020 |
2019 |
||||||
Raw materials and consumables |
||||||||
|
|
|
|
|||||
Inventory |
||||||||
|
|
|
|
In thousands of euro |
2020 |
2019 |
||||||
Bank balances |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
A. |
Share capital |
In thousands of shares |
2020 |
2019 |
||||||
Authorised |
||||||||
Ordinary shares (nominal value 2019: EUR 0.25) |
||||||||
Preferred A shares (nominal value EUR 0.25) |
In thousands of euro |
||||||||
Ordinary shares issued and fully paid |
||||||||
Ordinary shares as of January 1 |
||||||||
Contribution of ordinary shares by Kinetik S.à r.l. |
( |
) | ||||||
Treasury shares |
||||||||
Shares sold to RSP Scheme Members |
||||||||
Contribution from share premium |
||||||||
|
|
|
|
|||||
Ordinary shares issued and fully paid as of December 31 |
||||||||
|
|
|
|
|||||
Preferred A shares issued and fully paid |
||||||||
Preferred A shares as of January 1 |
||||||||
Issue of Preferred A shares |
||||||||
|
|
|
|
|||||
Preferred A shares issued and fully paid as of December 31 |
||||||||
|
|
|
|
|||||
Total share capital December 31 |
||||||||
|
|
|
|
A. |
Share capital |
A. |
Share capital |
In thousands of euro |
||||
January 1, 2019 |
||||
Additions |
||||
Contribution to share capital |
( |
) | ||
|
|
|||
December 31, 2019 |
||||
|
|
|||
January 1, 2020 |
||||
Additions |
||||
|
|
|||
December 31, 2020 |
||||
|
|
1. |
Other Comprehensive Income accumulated in reserves, net of tax |
In thousands of euro |
||||
January 1, 2018 |
||||
Foreign operations – foreign currency translation differences |
( |
) | ||
|
|
|||
December 31, 2018 |
||||
|
|
|||
January 1, 2019 |
||||
Foreign operations – foreign currency translation differences |
||||
|
|
|||
December 31, 2019 |
||||
|
|
|||
January 1, 2020 |
||||
Foreign operations – foreign currency translation differences |
( |
) | ||
|
|
|||
December 31 2020 |
( |
) | ||
|
|
2. |
Equity Reserves |
In thousands of euro |
||||
January 1, 2020 |
||||
Treasury shares acquired by the employees of the Group |
||||
Equity-settled Share Plan to employees |
||||
|
|
|||
December 31 2020 |
||||
|
|
A. | Basic earnings per share |
i. | (Loss) attributable to Ordinary shareholders: |
In thousands of euro |
2020 |
2019 |
2018 |
|||||||||||||||||||||
Continuing operations |
Total |
Continuing operations |
Total |
Continuing operations |
Total |
|||||||||||||||||||
(Loss) for the year, attributable to the owners of the Company (basic) |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) |
In thousands of shares |
2020 |
2019 |
2018 |
|||||||||
Ordinary shares as at January 1 |
||||||||||||
Share split |
— | |||||||||||
Conversion of distributable reserves into shares |
— | |||||||||||
Treasury shares and RSP 2020 shares |
( |
) | — | — | ||||||||
RSP shares vested |
— | — | ||||||||||
|
|
|
|
|
|
|||||||
Weighted-average number of Ordinary and Preferred A shares as at December 31 |
||||||||||||
|
|
|
|
|
|
A. |
Diluted earnings per share |
i. | (Loss) attributable to Ordinary and Preferred A shares (diluted) |
In thousands of euro |
2020 |
2019 |
2018 |
|||||||||||||||||||||
Continuing operations |
Total |
Continuing operations |
Total |
Continuing operations |
Total |
|||||||||||||||||||
(Loss) for the year, attributable to the owners of the Company (basic) |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) |
A. |
Diluted earnings per share (continued) |
ii. |
Weighted-average number of Ordinary and Preferred A shares |
In thousands of shares |
2020 |
2019 |
2018 |
|||||||||
Ordinary and Preferred A shares as at January 1 |
||||||||||||
Share split |
— | |||||||||||
Conversion of distributable reserves into shares |
— | |||||||||||
Treasury shares and RSP 2020 shares |
( |
) | — | — | ||||||||
RSP shared vested |
— | — | ||||||||||
|
|
|
|
|||||||||
Issue of Preference A shares |
— | |||||||||||
|
|
|
|
|
|
|||||||
Weighted-average number of Ordinary and Preferred A shares as at December 31 |
||||||||||||
|
|
|
|
|
|
In thousands of euro |
Liabilities Lease liabilities |
Total |
||||||
January 1, 2020 |
||||||||
|
|
|
|
|||||
Changes from financing cash flows |
||||||||
Payment of lease liabilities |
( |
) | ( |
) | ||||
Payment of interest |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total hanges from financing cash flows |
( |
) |
( |
) | ||||
|
|
|
|
|||||
The effects of changes in foreign exchange rates |
( |
) |
( |
) | ||||
|
|
|
|
|||||
Other changes |
||||||||
Interest on leases |
||||||||
New and modification of leases |
||||||||
|
|
|
|
|||||
Total of other changes |
||||||||
|
|
|
|
|||||
December 31, 2020 |
||||||||
|
|
|
|
|||||
January 1, 2019 |
||||||||
|
|
|
|
|||||
Changes from financing cash flows |
||||||||
Payment of lease liabilities |
( |
) | ( |
) | ||||
Payment of interest |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total hanges from financing cash flows |
( |
) |
( |
) | ||||
|
|
|
|
|||||
The effects of changes in foreign exchange rates |
||||||||
|
|
|
|
|||||
Other changes |
||||||||
New and modification of leases |
||||||||
|
|
|
|
|||||
Total of other changes |
||||||||
|
|
|
|
|||||
December 31, 2019 |
||||||||
|
|
|
|
In thousands of euro |
2020 |
2019 |
||||||
Non-current lease liabilities |
||||||||
Lease liability |
||||||||
|
|
|
|
|||||
Total non-current lease liabilities |
||||||||
|
|
|
|
|||||
Current lease liabilities |
||||||||
Current portion of lease liabilities |
||||||||
|
|
|
|
|||||
Total current loans and borrowings |
||||||||
|
|
|
|
In thousands of euro |
Carrying amount |
Total | Within one year |
Between 1 and 5 years |
More than 5 years |
|||||||||||||||
December 31, 2020 |
||||||||||||||||||||
Leases |
||||||||||||||||||||
December 31, 2019 |
||||||||||||||||||||
Leases |
In thousands of euro |
2020 |
2019 |
||||||
Amounts recognised in consolidated statement of profit or loss and other comprehensive (loss)/income |
||||||||
Interest on lease liability |
||||||||
Expenses relating to short-term leases and low value leases |
||||||||
|
|
|
|
|||||
|
|
|
|
|||||
Amount recognised in the statement of cash flows |
||||||||
Total cash outflow for leases |
||||||||
|
|
|
|
In thousands of euro |
2020 |
2019 |
2018 |
|||||||||
Current tax |
||||||||||||
Current year |
( |
) | ( |
) | ( |
) | ||||||
Other taxes |
( |
) | ( |
) | ( |
) | ||||||
True up adjustments for taxes for prior years |
— | |||||||||||
|
|
|
|
|
|
|||||||
Total current tax income |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Deferred tax |
||||||||||||
True up adjustments for taxes for prior years |
— | |||||||||||
Relating to origination and reversal of temporary differences |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Total deferred tax |
( |
) |
||||||||||
|
|
|
|
|
|
|||||||
Total tax income recognised in consolidated statement of profit or loss and other comprehensive (loss)/income |
||||||||||||
|
|
|
|
|
|
In thousands of euro |
2020 |
2019 |
||||||
Asset |
||||||||
Accruals |
— |
|||||||
Tax losses |
||||||||
Other |
||||||||
|
|
|
|
|||||
|
|
|
|
In thousands of euro |
2020 |
2019 |
||||||
Liabilities |
||||||||
Tangible and Intangible fixed assets |
( |
) | ( |
) | ||||
|
|
|
|
|||||
( |
) |
( |
) | |||||
|
|
|
|
|||||
Net deferred tax |
( |
) |
||||||
|
|
|
|
In thousands of euro |
2020 |
2019 |
||||||
Tax losses |
||||||||
Share options |
— | |||||||
Tangible and Intangible fixed assets |
— | |||||||
Other temporary differences |
— | |||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
2020 |
2019 |
2018 |
||||||||||||||||||||||
In thousands of euro |
Gross amount |
Tax effect |
Gross amount |
Tax effect |
Gross amount |
Tax effect |
||||||||||||||||||
Tax losses |
In thousands of euro |
2020 |
2019 |
2018 |
|||||||||
Expiry 2021 - 2037 |
||||||||||||
No expiry |
In thousands of euro |
2020 |
2020 |
2019 |
2019 |
2018 |
2018 |
||||||||||||||||||
Loss before tax from continuing operations |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Tax rate using the Company’s domestic tax rate |
% | ( |
) | % | ( |
) | 1 | % | ( |
) | ||||||||||||||
Effect of tax rates in foreign jurisdictions |
( |
%) | ( |
%) | ( |
%) | ||||||||||||||||||
Non-deductible expenses |
( |
%) | ( |
%) | ( |
%) | ||||||||||||||||||
Tax exempt income/tax incentives |
% | ( |
) | % | ( |
) | % | ( |
) | |||||||||||||||
Current year losses for which no deferred tax asset is recognised |
( |
%) | ( |
%) | ( |
%) | ||||||||||||||||||
True up adjustments for taxes for prior years* |
% | ( |
) | % | ( |
) | % | ( |
) | |||||||||||||||
Other domestic taxes |
( |
%) | ( |
%) | ( |
%) | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Income tax income |
% | ( |
) |
% | ( |
) |
( |
) | ||||||||||||||||
|
|
|
|
|
|
* | True up adjustment for taxes for prior years relate to changes in estimates to UK R&D claims for prior periods, which were calculated and submitted in 2020. |
2020 |
2019 |
|||||||
Current liabilities |
||||||||
Trade payables |
||||||||
Accrued expenses |
||||||||
Other payables |
||||||||
|
|
|
|
|||||
|
|
|
|
In thousands of euro |
Note | Financial Assets at amortised cost |
Total | Fair Value |
Level in the fair value hierarchy |
|||||||||||||||
December 31, 2020 |
||||||||||||||||||||
Loan receivables |
10 | 3 | ||||||||||||||||||
Cash guarantees and deposits |
10 | — | 1 | |||||||||||||||||
December 31, 2019 |
||||||||||||||||||||
Cash guarantees and deposits |
10 | — | 1 |
In thousands of euro |
2020 |
2019 |
2018 |
|||||||||
A. Other income |
||||||||||||
Government grants |
||||||||||||
Gain on disposal of fixed assets |
— | |||||||||||
Gain from modification of lease |
— | |||||||||||
Other income |
||||||||||||
|
|
|
|
|
|
|||||||
Total other income |
||||||||||||
|
|
|
|
|
|
|||||||
B. Other expenses |
||||||||||||
Impairment of receivable |
( |
) |
— |
|||||||||
Loss on disposal of fixed assets |
( |
) | ( |
) | — | |||||||
Other charges |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Total other expenses |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
In thousands of euro |
2020 |
2019 |
2018 |
|||||||||
C. Expenses by nature |
||||||||||||
Depreciation |
( |
) | ( |
) | ( |
) | ||||||
Impairment of intangible assets and receivable |
( |
) | ( |
) | ( |
) | ||||||
Wages and salaries |
( |
) | ( |
) | ( |
) | ||||||
Consultancy fees |
( |
) | ( |
) | ( |
) | ||||||
Contractors |
( |
) | ( |
) | ( |
) | ||||||
Rent and property utilities |
( |
) | ( |
) | ( |
) | ||||||
Legal fees |
( |
) | ( |
) | ( |
) | ||||||
Employee share scheme |
( |
) | ||||||||||
Raw material and consumables |
( |
) | ( |
) | ( |
) | ||||||
Marketing |
( |
) | ( |
) | ( |
) | ||||||
Recruitment fees |
( |
) | ( |
) | ( |
) | ||||||
Travel expenses and accommodation |
( |
) | ( |
) | ( |
) | ||||||
Fees payable to the Company’s auditors for the 2020 audit of the Company’s annual accounts |
( |
) | ||||||||||
Fees payable to the Company’s auditors for the prior year audits of the Company’s annual accounts |
( |
) | ( |
) | ( |
) | ||||||
Fees payable to the Company’s auditors for other services |
( |
) | ( |
) | ( |
) | ||||||
Other |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Total cost of administrative, research and development and impairment expenses |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
In thousands of euro |
2020 |
2019 |
2018 |
|||||||||
Finance income |
||||||||||||
Foreign exchange differences |
||||||||||||
Interest receivable |
||||||||||||
|
|
|
|
|
|
|||||||
Total finance income |
||||||||||||
|
|
|
|
|
|
|||||||
Finance cost |
||||||||||||
Bank charges |
( |
) | ( |
) | ( |
) | ||||||
Interest payable |
( |
) | ( |
) | ||||||||
Interest on leases |
( |
) | ( |
) | ||||||||
Foreign exchange differences |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Total finance cost |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
2020 |
RSP |
SOP |
||||||
Weighted average fair value at grant date |
||||||||
Share price of Preferred A shares based on transactions occurred at the same time of the issues of the scheme |
||||||||
Exercise price |
||||||||
Contractual life of the options |
— |
In thousands |
SOP |
|||
2020 |
||||
Outstanding at the beginning of the year |
||||
Granted during the year |
||||
Exercised during the year |
||||
Expired during the year |
||||
Forfeited during the year |
||||
Outstanding at the end of the year |
||||
Exercisable at the end of the year |
Input |
IPO |
Delayed exit |
Justification | |||
Valuation date |
This is the date that the option scheme was communicated to the employees and the date that management has made an estimation of the valuation of the scheme. Given the short time elapsed between the valuation date and the date that the actual agreements were signed management does not consider there to be any material change in value across the valuation date and the date the agreements have been signed (grant date). | |||||
Risk free rate |
Risk free rates are taken from yields on UK government bonds for corresponding periods to the exit dates for each valuation event. Rates are linearly interpolated from yields for bonds with the closest available maturities. Where negative, rates have been capped at 0%. | |||||
Dividend yield |
No dividend is anticipated to be paid prior to an exit event. SOPs are not entitled to dividends but RSPs are. | |||||
Expected volatility |
Based on the average observed volatility in the equity value of listed comparable companies over a historic period commensurate with the expected exit date | |||||
Expected exit event |
Estimation as to when the exit event will occur | |||||
Scenario weighting |
This is the expected likelihood of the different exit routes as at the grant dates. We have assumed a one-year delay if the exit does not occur in early 2021. |
In thousands of euro |
Transactions for the year |
Balance outstanding |
||||||||||||||||||
Related party | 2020 |
2019 |
2018 |
December 31, 2020 |
December 31, 2019 |
|||||||||||||||
Arrival Management Systems LLC |
( |
) | ( |
) | ( |
) | ||||||||||||||
Arrival Solutions LLC |
( |
) | ( |
) | ||||||||||||||||
Shishkov Rodion |
||||||||||||||||||||
Studio S.à r.l. |
( |
) | ||||||||||||||||||
K Cybernation S.à r.l. |
( |
) | ||||||||||||||||||
K Robolife S.à r.l. |
( |
) | ( |
) | ||||||||||||||||
Kinetik S.à r.l. |
( |
) | ( |
) | ( |
) | ||||||||||||||
Charge Cars Ltd |
( |
) | ||||||||||||||||||
Smart Space LLC |
( |
) | ( |
) | ||||||||||||||||
Smekalka LLC |
( |
) | ||||||||||||||||||
Experiment X Ltd |
( |
) | ||||||||||||||||||
Happy Electron Ltd |
( |
) | ||||||||||||||||||
Cybernation Ltd |
( |
) | ||||||||||||||||||
Remy Robotics LLC |
||||||||||||||||||||
Denis Sverdlov |
In thousands of euro |
Transactions for the year |
|||||||||||
Key Management personnel |
2020 |
2019 |
2018 |
|||||||||
Wages and salaries |
||||||||||||
Social contributions |
||||||||||||
Other benefits |
||||||||||||
Other earnings |
||||||||||||
RSP loans |
||||||||||||
SOP expense |
Name | Nominal Amount | Fair Value of December 31, (see note 10A.iii) |
||||||
In thousands of euro |
||||||||
Tim Holbrow |
||||||||
Avinash Rugoobur |
||||||||
Mike Ableson |
||||||||
Daniel Chin |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
In thousands of euro |
Personnel cost |
|||||||||||
2020 |
2019 |
2018 |
||||||||||
UK |
||||||||||||
Russia |
||||||||||||
US |
||||||||||||
Germany |
||||||||||||
Israel |
||||||||||||
Other |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
Page | ||
F-59 | ||
F-60 | ||
F-61 | ||
F-62 | ||
F-63 | ||
F-64 - F-70 |
In thousands of euro |
October 27, 2020 to December 31, 2020 |
|||||
Note | ||||||
Continuing Operations |
||||||
Administrative expenses |
8 | ( |
) | |||
Legal Expenses |
8 | ( |
) | |||
|
|
|||||
Operating loss |
( |
) | ||||
|
|
|||||
Loss for the period |
( |
) | ||||
|
|
|||||
Attributable to: |
||||||
Owners of the Company |
( |
) | ||||
Earnings per share (presented in euro) |
||||||
Basic earnings per share |
( |
) | ||||
Diluted earnings per share |
( |
) |
Loss for the period |
( |
) | ||||||
|
|
|||||||
Total comprehensive loss for the period |
( |
) | ||||||
|
|
In thousands of euro |
Note | 2020 |
||||
ASSETS |
||||||
Current Assets |
||||||
Cash and cash equivalents |
4 | |||||
|
|
|||||
Total Current Assets |
||||||
|
|
|||||
TOTAL ASSETS |
||||||
|
|
|||||
EQUITY AND LIABILITIES |
||||||
Capital and reserves |
||||||
Share capital |
5 | |||||
Accumulated deficit |
( |
) | ||||
|
|
|||||
Total Equity |
( |
) | ||||
|
|
|||||
Current Liabilities |
||||||
Trade and other payables |
7 | |||||
|
|
|||||
Total Current Liabilities |
||||||
|
|
|||||
TOTAL EQUITY AND LIABILITIES |
||||||
|
|
In thousands of euro |
Note |
Share capital |
Accumulated deficit |
Total equity |
||||||||||||
Balance at October 27, 2020 |
||||||||||||||||
Loss for the period |
— | ( |
) | ( |
) | |||||||||||
|
|
|
|
|
|
|||||||||||
Transactions with shareholders |
— |
( |
) |
( |
) | |||||||||||
Capital increase |
5 | — | ||||||||||||||
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2020 |
( |
) |
( |
) | ||||||||||||
|
|
|
|
|
|
In thousands of euro |
Note | October 27 to December 31, 2020 |
||||||
Cash flows used in operating activities |
||||||||
Loss for the period |
( |
) | ||||||
Increase in trade and other payables |
7 | |||||||
|
|
|||||||
Net cash used in operating activities |
( |
) | ||||||
|
|
|||||||
Cash flows from financing activities |
||||||||
Capital increase |
5 | |||||||
|
|
|||||||
Net cash from financing activities |
||||||||
|
|
|||||||
Net increase in cash and cash equivalents |
||||||||
Cash and cash equivalents as at October 27, 2020 |
— | |||||||
|
|
|||||||
Cash and cash equivalents at December 3 1 |
||||||||
|
|
January 1, 2021 | IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – Interest Rate Benchmark Reform – Phase 2 | |
January 1, 2022 | IFRS 3 – Amendments to References to Conceptual Framework | |
January 1, 2022 | IAS 16 – Proceeds before intended use | |
January 1, 2022 | IAS 37 – Cost of fulfilling a contract | |
January 1, 2023 | IAS 1 – Classification of Liabilities as Current or Non-Current | |
January 1, 2023 | IFRS 17 – Insurance Contracts | |
Available for optional adoption/effective date deferred indefinitely |
IFRS 10 and IAS 28 – Sale or Contribution of Assets between Investor and its Associate or Joint Venture |
In thousands of euro |
2020 |
|||
Bank balances |
||||
|
|
|||
Total |
||||
|
|
In thousands of shares |
2020 |
|||
Authorised |
||||
Ordinary shares |
||||
In thousands of euro |
||||
Ordinary shares issued and fully paid |
||||
Ordinary shares issued on October 27 |
||||
|
|
|||
Ordinary shares issued and fully paid as of December 31 |
||||
|
|
In thousands of euro |
2020 |
|||
Tax losses |
( |
) | ||
|
|
|||
Total |
( |
) | ||
|
|
2020 | ||||
In thousands of euro |
Gross amount |
Tax effect | ||
Tax losses |
In thousands of euro |
2020 |
|||
Expiry in 2037 |
In thousands of euro |
2020 |
|||||||
Loss before tax from continuing operations |
( |
) | ||||||
Tax rate using the Company’s domestic tax rate |
% | ( |
) | |||||
Current year losses for which no deferred tax asset is recognised |
( |
%) | ||||||
|
|
|||||||
Income tax expense |
— |
|||||||
|
|
2020 |
||||
Current liabilitie s |
||||
Other payables and accrued expenses |
( |
) | ||
|
|
|||
( |
) | |||
|
|
In thousands of euro |
2020 |
|||
Other |
( |
) | ||
Audit fees |
( |
) | ||
Legal fees |
( |
) | ||
|
|
|||
Total other expenses |
( |
) | ||
|
|
Page | ||
F-73 | ||
F-74 | ||
F-75 | ||
F-76 | ||
F-77-F-78 | ||
F-79-F-96 |
In thousands of euro |
Note | Nine months ended |
Three months ended |
|||||||||||||||||
September 30, 2021 |
September 30, 2020 |
September 30, 2021 |
September 30, 2020 |
|||||||||||||||||
Continuing Operations |
||||||||||||||||||||
Administrative expenses |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Research and development expenses |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Impairment expense |
4 | ( |
) | ( |
) | — | — | |||||||||||||
Other operating income |
||||||||||||||||||||
Listing expense |
15 | ( |
) | — | — | — | ||||||||||||||
Other expenses |
( |
) | ( |
) | ( |
) | ||||||||||||||
Operating (loss) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||
Finance income |
16 | |||||||||||||||||||
Finance cost |
16 | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||
Net Finance Income/(cost) |
( |
) |
( |
) | ||||||||||||||||
(Loss) before tax |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||
Tax income/(expense) |
12 | ( |
) | ( |
) | ( |
) | |||||||||||||
(Loss) for the period |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||
Attributable to: |
||||||||||||||||||||
Owners of the Company |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||
Earnings per share (presented in euro) |
||||||||||||||||||||
Basic and diluted earnings per share |
( |
) | ( |
) | ( |
) | ( |
) |
In thousands of euro |
Nine months ended |
Three months ended |
||||||||||||||
September 30, 2021 |
September 30, 2020 |
September 30, 2021 |
September 30, 2020 |
|||||||||||||
(Loss) for the period |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Items that may be reclassified subsequently to profit or (loss) |
||||||||||||||||
Exchange differences on translating foreign operations |
( |
) | ( |
) | ( |
) | ||||||||||
Total comprehensive gain/(loss) |
( |
) |
( |
) |
( |
) | ||||||||||
Total comprehensive (loss) for the period |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Attributable to: |
||||||||||||||||
Owners of the Company |
( |
) | ( |
) | ( |
) | ( |
) |
In thousands of euro |
Note | September 30, 2021 |
December 31, 2020 |
|||||||
ASSETS |
||||||||||
Non-current assets |
||||||||||
Property plant and equipment |
4 | |||||||||
Intangible assets and goodwill |
5 | |||||||||
Deferred tax asset |
||||||||||
Trade and other receivables |
6 | |||||||||
Total non-current assets |
||||||||||
Current Assets |
||||||||||
Inventory |
7 | |||||||||
Loans to executives |
— | |||||||||
Trade and other receivables |
6 | |||||||||
Prepayments |
||||||||||
Cash and cash equivalents |
||||||||||
Total current assets |
||||||||||
TOTAL ASSETS |
||||||||||
EQUITY AND LIABILITIES |
||||||||||
Capital and reserves |
||||||||||
Share capital |
8 | |||||||||
Share premium |
8 | |||||||||
Other reserves |
8 | ( |
) | |||||||
Accumulated deficit |
( |
) | ( |
) | ||||||
Equity attributable to owners of the Company |
||||||||||
Non-current liabilities |
||||||||||
Loans and borrowings |
9 | |||||||||
Warrants |
10 | — | ||||||||
Deferred tax liability |
12 | |||||||||
Total non-current liabilities |
||||||||||
Current liabilities |
||||||||||
Current tax liability |
||||||||||
Loans and borrowings |
9 | |||||||||
Trade and other payables |
13 | |||||||||
Total current liabilities |
||||||||||
TOTAL EQUITY AND LIABILITIES |
||||||||||
In thousands of euro |
Note | Share capital |
Share premium |
Accumulated deficit |
Other reserves* |
Total equity |
||||||||||||||||
Balance at January 1, 2021** |
( |
) |
||||||||||||||||||||
(Loss) for the period |
— | — | ( |
) | — | ( |
) | |||||||||||||||
Other comprehensive income |
— | — | — | |||||||||||||||||||
Transactions with shareholders |
( |
) |
( |
) | ||||||||||||||||||
Issuance of share capital as consideration for the merger with CIIG |
8 | — | ||||||||||||||||||||
Adjustment of shareholding transfer from Arrival Luxembourg S.à r.l. to Arrival |
8 | ( |
) | — | ( |
) | — | |||||||||||||||
Initial share capital of Arrival |
— | — | — | |||||||||||||||||||
Reduction of capital of Arrival |
( |
) | — | — | — | |||||||||||||||||
Conversion of warrants into shares |
8, 10 | — | ||||||||||||||||||||
Acquisition of own shares |
8 | — | — | — | ( |
) | ( |
) | ||||||||||||||
Equity-settled share-based payments |
— | — | — | |||||||||||||||||||
Balance at September 30, 2021 |
( |
) |
( |
) |
||||||||||||||||||
** | Comparatives in Statement of changes in equity represent Arrival Luxembourg S.à r.l.’s capital structure up to the point of the share-for-share |
In thousands of euro |
Note | Share capital |
Share premium |
Accumulated deficit |
Other reserves* |
Total equity |
||||||||||||||||||
Balance at January 1, 2020 |
( |
) |
||||||||||||||||||||||
Loss for the period |
— | — | ( |
) | — | ( |
) | |||||||||||||||||
Other comprehensive loss |
— | — | — | ( |
) | ( |
) | |||||||||||||||||
Transactions with shareholders |
( |
) |
( |
) |
||||||||||||||||||||
Business combination under common control |
— | — | ( |
) | — | ( |
) | |||||||||||||||||
Capital increase |
— | — | ||||||||||||||||||||||
Balance at September 30, 2020 |
( |
) |
( |
) |
||||||||||||||||||||
* | Other reserves comprise of translation reserves and equity reserves which are not distributable (see note 8) |
in thousands of euro |
September 30, 2021 |
September 30, 2020 |
||||||||||
Note | ||||||||||||
Cash flows used in operating activities |
||||||||||||
(Loss) for the period |
( |
) | ( |
) | ||||||||
Adjustments for: |
||||||||||||
• Depreciation/Amortisation |
||||||||||||
• Impairment losses and write-offs |
||||||||||||
• Net unrealised foreign exchange differences |
( |
) | ( |
) | ||||||||
• Net finance interest |
( |
) | ||||||||||
• Employee share scheme |
17 | — | ||||||||||
• Change in fair value of warrants including intrinsic value of warrants redeemed |
10 | ( |
) | — | ||||||||
• Listing expense |
15 | — | ||||||||||
• Fair value movement on employee loans including fair value charge for the new employee loans issued as of September 30, 2021 |
16 | — | ||||||||||
• Reversal of difference between fair value and nominal value of loans repaid |
16 | ( |
) | — | ||||||||
• Loss on disposal of fixed assets |
||||||||||||
• Profit from the cancellation of leases |
( |
) | — | |||||||||
• Tax income/(expense) |
( |
) | ||||||||||
|
|
|
|
|||||||||
Cash flows used in operations before working capital changes |
( |
) |
( |
) | ||||||||
(Increase) in trade and other receivables |
6 | ( |
) | ( |
) | |||||||
Increase in trade and other payables |
13 | |||||||||||
(Increase) of inventory |
7 | ( |
) | ( |
) | |||||||
|
|
|
|
|||||||||
Cash flows used in operations |
( |
) |
( |
) | ||||||||
Income tax and other taxes received |
||||||||||||
Interest received |
||||||||||||
|
|
|
|
|||||||||
Net cash used in operating activities |
( |
) |
( |
) | ||||||||
|
|
|
|
In thousands of euro |
September 30, 2021 |
September 30, 2020 |
||||||||||
Note | ||||||||||||
Cash flows from investing activities |
||||||||||||
Acquisition of intangible assets |
5 | ( |
) | ( |
) | |||||||
Acquisition of property, plant and equipment |
4 | ( |
) | ( |
) | |||||||
Grants received |
||||||||||||
Prepayments for tangible and intangible assets |
( |
) | ( |
) | ||||||||
Cash received on acquisition of entities, net of consideration paid |
— | |||||||||||
Proceeds from the sale of fixed assets |
— | |||||||||||
|
|
|
|
|||||||||
Net cash used in investing activities |
( |
) |
( |
) | ||||||||
|
|
|
|
|||||||||
Cash flows from financing activities |
||||||||||||
Cash received from merger with CIIG |
8 | — | ||||||||||
Issuance of shares to warrant holders |
10 | — | ||||||||||
Cash paid for redemption of public warrants |
10 | ( |
) | — | ||||||||
Issuance of Preferred A shares |
— | |||||||||||
Proceeds from borrowings |
— | |||||||||||
Repayment of interest |
( |
) | ( |
) | ||||||||
Repayment of lease liabilities |
9 | ( |
) | ( |
) | |||||||
|
|
|
|
|||||||||
Net cash from financing activities |
||||||||||||
|
|
|
|
|||||||||
Net increase/(decrease) in cash and cash equivalents |
( |
) | ||||||||||
Cash and cash equivalents at January 1 |
||||||||||||
Effects of movements in exchange rates on cash held |
( |
) | ||||||||||
|
|
|
|
|||||||||
Cash and cash equivalents at the end of the period |
||||||||||||
|
|
|
|
In thousands of euro |
Land and buildings |
Plant and equipment |
Fixtures and fittings |
Motor vehicles |
Assets under construction |
Total |
||||||||||||||||||
Cost |
||||||||||||||||||||||||
Depreciation and impairment |
( |
) | ( |
) | ( |
) | ( |
) | — | ( |
) | |||||||||||||
Net book value at September 30, 2021 |
||||||||||||||||||||||||
Cost |
||||||||||||||||||||||||
Depreciation and impairment |
( |
) | ( |
) | ( |
) | ( |
) | — | ( |
) | |||||||||||||
Net book value at December 31, 2020 |
||||||||||||||||||||||||
In thousands of euro |
Goodwill |
Assets under construction* |
Patent, trademarks and other rights |
Software |
Other intangible assets |
Total |
||||||||||||||||||
Cost |
||||||||||||||||||||||||
Amortisation and impa i rment |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Net book value at September 30, 2021 |
||||||||||||||||||||||||
Cost |
||||||||||||||||||||||||
Amortisation and impairment |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
Net book value at December 31, 2020 |
||||||||||||||||||||||||
* | Assets under construction include costs of projects in the development phase. The projects under development relate to electric vehicles, electric vehicles components and software. |
In thousands |
Share capital in Arrival |
Share premium in Arrival |
Share capital in Arrival Luxembourg S.à r.l. |
Share premium In Arrival Luxembourg S.à r.l. |
Exchange impact in share capital |
Exchange impact in share premium |
||||||||||||||||||
Ordinary shares |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Preferred A shares exchange for ordinary shares |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Total |
( |
) |
( |
) |
( |
) |
||||||||||||||||||
I. | Other Comprehensive Income accumulated in reserves, net of tax |
In thousands of euro |
||||
January 1, 2020 |
||||
Foreign operations – foreign currency translation differences |
( |
) | ||
December 31 2020 |
( |
) | ||
January 1, 2021 |
( |
) | ||
Foreign operations – foreign currency translation differences |
||||
September 30, 2021 |
||||
II. | Equity Reserves |
In thousands of euro |
||||
January 1, 2020 |
||||
Treasury shares acquired by the employees of the Group |
||||
Equity-settled Share Plan to employees |
||||
December 31 2020 |
||||
January 1, 2021 |
||||
Equity-settled Share Plan to employees |
||||
Capital reduction |
||||
Private warrants |
||||
Public warrants |
||||
Impact from share conversion |
( |
) | ||
Difference between the fair value of shares issued and the consideration received |
||||
Own shares |
( |
) | ||
September 30, 2021 |
( |
) | ||
in thousands of euro |
September 30, 2021 |
December 31, 2020 |
||||||
Non-current lease liabilities |
||||||||
Lease liability |
||||||||
Total non-current loans and borrowings |
||||||||
Current lease liabilities |
||||||||
Current portion of lease liabilities |
||||||||
Total current loans and borrowings |
||||||||
in thousands of euro |
Currency |
Weighted average of incremental borrowing rate |
Carrying amount |
|||||||||
January 1, 2021 |
||||||||||||
New leases |
||||||||||||
Offices and workshops in the UK |
% | |||||||||||
Office in Russia |
% | |||||||||||
Office in Mauritius |
% | |||||||||||
Office in the US |
% | |||||||||||
Office and Workshop in Spain |
% | |||||||||||
Modification of leases |
||||||||||||
Office in Germany |
% | |||||||||||
Offices in Russia |
% | |||||||||||
Office in the US |
% | ( |
) | |||||||||
Repayments |
||||||||||||
Repayments |
( |
) | ||||||||||
Interest on leases |
||||||||||||
Cancellation of lease |
( |
) | ||||||||||
Foreign exchange impact |
||||||||||||
September 30, 2021 |
||||||||||||
In thousands of euro |
Carrying amount |
Total |
Within one year |
Between 1 and 5 years |
More than 5 years |
|||||||||||||||
September 30, 2021 |
||||||||||||||||||||
Leases |
||||||||||||||||||||
December 31, 2020 |
||||||||||||||||||||
Leases |
Warrants |
Number of Warrants |
Value (EUR thousand) |
||||||
Private Warrants |
||||||||
Public Warrants |
||||||||
Total |
||||||||
• | Additionally, Arrival had a right to early redeem the Warrants on cash or cashless basis. |
• | In case of a cash redemption of Warrants, the Warrants are exercisable at a price of USD |
• | Arrival has an option to early redeem the warrants with a |
• | The equity shares of Arrival are designated in Euro. However, the Warrants are exercisable in USD. |
• | The private warrants are settled on a cashless basis based on the terms of the arrangement. |
Warrants |
Number of Warrants |
Value (EUR thousand) |
||||||
January 1, 2021 |
— | — | ||||||
Warrants issued by Arrival |
||||||||
Change in fair value |
— | ( |
) | |||||
Warrants exercised |
( |
) | ( |
) | ||||
Warrants redeemed |
( |
) | ( |
) | ||||
Foreign exchange difference |
— | ( |
) | |||||
Total |
||||||||
In thousands of euro |
FVTPL* |
Financial assets at amortised cost |
Total |
Fair Value |
Level in the fair value hierarchy |
|||||||||||||||
September 30, 2021 |
||||||||||||||||||||
Loan receivables |
— | 3 | ||||||||||||||||||
Private Warrants |
— | 2 | ||||||||||||||||||
December 31, 2020 |
||||||||||||||||||||
Loan receivables |
— | 3 |
* | FVTPL stands for fair value through profit and loss |
In thousands of euro |
September 30, 2021 |
December 31, 2020 |
||||||
Trade payables |
||||||||
Accrued expenses |
||||||||
Other payables |
||||||||
Trade and other payables |
||||||||
i. | (Loss) attributable to Ordinary shareholders: |
Nine months ended |
Three months ended |
|||||||||||||||||||||||||||||||
In thousands of euro |
September 30, 2021 |
September 30, 2020 |
September 30, 2021 |
September 30, 2020 |
||||||||||||||||||||||||||||
Continuing operations |
Total |
Continuing operations |
Total |
Continuing operations |
Total |
Continuing operations |
Total |
|||||||||||||||||||||||||
(Loss) for the period, attributable to the owners of the Company (basic) |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
Nine months ended |
Three months ended |
|||||||||||||||
In thousands of shares | September 30, 2021 |
September 30, 2020 |
September 30, 2021 |
September 30, 2020 |
||||||||||||
Ordinary shares |
||||||||||||||||
RSP shares (1 year condition-fully vested) |
||||||||||||||||
Weighted-average number of shares |
||||||||||||||||
In thousands of euro |
Nine months ended September 30, 2021 |
|||
Listing expenses |
||||
Reverse merger impact in the unaudited condensed consolidated statement of profit or (loss) due to IFRS 2 accounting treatment |
||||
Fair value of shares issued |
||||
Fair Value of Warrants transferred |
||||
|
|
|||
Total value of consideration |
||||
Less |
||||
Fair Value of net asset received |
( |
) | ||
|
|
|||
Total reverse merger impact in the unaudited condensed consolidated statement of profit or (loss) due to IFRS 2 accounting treatment |
||||
Other expenses directly linked to the listing expense** |
||||
|
|
|||
Total listing expense |
||||
|
|
** | Additionally, the company had incurred additional costs of EUR |
9 months ended |
3 months ended |
|||||||||||||||||||
In thousands of euro |
Note |
September 30, 2021 |
September 30, 2020 |
September 30, 2021 |
September 30, 2020 |
|||||||||||||||
Finance income |
||||||||||||||||||||
Change in fair value of warrants including intrinsic value of warrants redeemed |
10 | |||||||||||||||||||
Interest receivable |
6 | |||||||||||||||||||
Foreign exchange differences |
( |
) | ||||||||||||||||||
Reversal of difference between fair value and nominal value of loans |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total finance income |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Finance cost |
||||||||||||||||||||
Bank charges |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Interest payable |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Interest on leases |
9 | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||
Fair value movement on employee loans including fair value charge for the new employee loans provided as of September 30, 2021 |
( |
) | ( |
) | ||||||||||||||||
Other |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total finance cost |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||
|
|
|
|
|
|
|
|
I. | Loans to key management |
II. | Key management personnel compensation |
In thousands of euro Related party |
September 30, 2021 |
December 31, 2020 |
||||||
Hyundai Motors Company |
( |
) |
In thousands of euro Related party |
Nine months ended |
Three months ended |
||||||||||||||
September 30, 2021 |
September 30, 2020 |
September 30, 2021 |
September 30, 2020 |
|||||||||||||
K Robolife S.à r.l. |
||||||||||||||||
Kinetik S.à r.l. |
||||||||||||||||
Charge Cars Ltd |
||||||||||||||||
Hyundai Motors Company |
( |
) | ( |
) | ||||||||||||
Hyundai Mobis |
* | Filed herewith |
# | Certain schedules, annexes and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but will be furnished supplementally to the SEC upon request. |
## | Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets and asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed, or constituted personally identifiable information that is not material |
+ | Management contract or compensatory plan or arrangement. |
(b) |
Financial Statement Schedules |
(1) | to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | that for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; |
(3) | to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; |
(4) | to file a post-effective amendment to the registration statement to include any financial statements required by “Item 8.A. of Form 20-F” at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished; provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements; and |
(5) | that, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | if the registrant is relying on Rule 430B: |
(A) | each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(B) | each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and |
(ii) | if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement |
that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(6) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(1) | that for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and |
(2) | for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
ARRIVAL | ||
By: |
/s/ Denis Sverdlov | |
Name: |
Denis Sverdlov | |
Title: |
Chief Executive Officer |
Signature |
Capacity |
Date | ||
/s/ Denis Sverdlov Denis Sverdlov |
Chief Executive Officer (principal executive officer) |
November 16, 2021 | ||
/s/ John Wozniak John Wozniak |
Chief Financial Officer |
November 16, 2021 | ||
/s/ F. Peter Cuneo F. Peter Cuneo |
Chairman of the Board |
November 16, 2021 | ||
/s/ Tawni Nazario-Cranz Tawni Nazario-Cranz |
Director |
November 16, 2021 | ||
/s/ Alain Kinsch Alain Kinsch |
Director |
November 16, 2021 | ||
/s/ Kristen O’Hara Kristen O’Hara |
Director |
November 16, 2021 |
Signature |
Capacity |
Date | ||
/s/ Yungseong Hwang Yunseong Hwang |
Director |
November 16, 2021 | ||
/s/ Avinash Rugoobur Avinash Rugoobur |
Director |
November 16, 2021 | ||
/s/ Rexford J. Tibbens Rexford J. Tibbens |
Director |
November 16, 2021 |
By: | /s/ Michael Ableson | |
Name: | Michael Ableson |