Volvo Car AB

04/05/2024 | Press release | Distributed by Public on 04/05/2024 02:50

The Board of Volvo Cars has decided on the final terms and timetable for the distribution of 62.7 percent of its Polestar shareholding to its shareholders

English
Published: 2024-04-05 10:45:00 CEST

Volvo Car AB
Other information disclosed according to the rules of the Exchange

The Board of Volvo Cars has decided on the final terms and timetable for the distribution of 62.7 percent of its Polestar shareholding to its shareholders

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT. THIS DOCUMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION AND SHALL NOT FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR THE SOLICITATION OF AN OFFER OR COMMITMENT TO BUY OR SUBSCRIBE FOR ANY SECURITIES TO ANY PERSON WHATSOEVER IN ANY JURISDICTION.

The Board of Directors of Volvo Car AB (publ) ("Volvo Cars") has decided on the final terms and timetable for the distribution of Volvo Cars' shareholding in Polestar Automotive Holding UK PLC ("Polestar") to Volvo Cars' shareholders. Volvo Cars has also received all necessary regulatory clearances, approvals and decisions.

On 26 March 2024, the Annual General Meeting ("AGM") of Volvo Cars resolved, in accordance with the Board of Directors' proposal, to distribute a portion of Volvo Cars' shareholding in Polestarto Volvo Cars' shareholders. The AGM also resolved to authorise the Board of Directors to finally determine the portion of the Polestar shareholding to be distributed, the redemption amount per share as well as the timetable for the share redemption. In line with the previously communicated intention, the Board of Directors of Volvo Cars has decided to distribute 62.7 percent of Volvo Cars' shareholding in Polestar, and that the redemption consideration will be three (3) Swedish Depository Receipts ("SDRs") for fourteen (14) redemption shares. Polestar has American Depository Shares ("Polestar Class A ADSs"), which represent the underlying Class A shares in Polestar, listed on Nasdaq New York, and the SDRs represent the underlying Polestar Class A ADSs. Based on the closing price for the Polestar Class A ADSs on Nasdaq New York on 4 April 2024, the extraordinary value transfer to Volvo Cars' shareholders amounts to approximately SEK 10.4 billion in total, corresponding to approximately SEK 3.5 per series B share in Volvo Cars.[1]

The Board of Directors has set the record date for the share split to 12 April 2024, entailing that the last trading day in the Volvo Cars series B share including the right to receive redemption shares will be on 10 April 2024, and the first trading day in the Volvo Cars series B share excluding the right to receive redemption shares will be on 11 April 2024. The redemption shares will be traded on Nasdaq Stockholm from and including 15 April 2024 to and including 30 April 2024. The Board of Directors has also set the record date for the right to receive the redemption consideration, i.e., the SDRs representing the underlying Polestar Class A ADSs, to 8 May 2024. The redemption consideration is estimated to be available on the shareholders' securities accounts, nominee accounts or equivalent on or around 13 May 2024. Holders of SDRs may apply for conversion of SDRs into Polestar Class A ADSs during the conversion period, which is expected to commence on or around 13 May 2024 and end on or around 13 August 2024. A press release with instructions regarding the conversion, including the timetable for the conversion period, will be made available in connection with the commencement of the conversion period.

Please note that the final terms and timetable for the distribution are the same as the indicative terms and timetable stated in the notice of the AGM and in the information brochure relating to the distribution of Volvo Cars' shareholding in Polestar.

Regulatory clearances, approvals and decisions

The AGM's resolution on the distribution of Volvo Cars' shareholding in Polestar was conditional upon receipt of all necessary regulatory clearances, approvals and decisions on terms which, in Volvo Cars' opinion, were acceptable no later than 5 April 2024. As previously communicated, the proposed distribution has been subject to receipt of regulatory approval in the United Kingdom, which Volvo Cars has received. As a result, Volvo Cars has received all necessary regulatory clearances, approvals and decisions, and the condition has thus been satisfied.

Further information and detailed timetable for the distribution

For further information on the share redemption and detailed timetable for the distribution, as well as detailed instructions on the conversion from SDRs to Polestar Class A ADSs, please see the information brochure together with the general terms and conditions for the SDRs which are available on the company's website, https://investors.volvocars.com/en/the-share/polestar(subject to certain confirmations). For information regarding Polestar, as well as the Polestar Class A ADSs, please refer to Polestar's website, https://investors.polestar.com/.

[1]Based on 10.6068 USD/SEK exchange rate on 4 April 2024.

AboutVolvo Cars

Volvo Cars was founded in 1927. Today, it is one of the most well-known and respected car brands in the world with sales to customers in more than 100 countries. Volvo Cars is listed on the Nasdaq Stockholm exchange, where it is traded under the ticker "VOLCAR B".

"For life. To give people the freedom to move in a personal, sustainable and safe way." This purpose is reflected in Volvo Cars' ambition to become a fully electric car maker by 2030 and in its commitment to an ongoing reduction of its carbon footprint, with the ambition to be a climate-neutral company by 2040.

As of December 2023, Volvo Cars employed approximately 43,400 full-time employees. Volvo Cars' head office, product development, marketing and administration functions are mainly located in Gothenburg, Sweden. Volvo Cars' production plants are located in Gothenburg, Ghent (Belgium), South Carolina (US), Chengdu, Daqing and Taizhou (China). The company also has R&D and design centres in Gothenburg and Shanghai (China).

For further information please contact:

Volvo Cars Media Relations

+46 31-59 65 25
[email protected]

Volvo Cars Investor Relations

John Hernander

+46 31-793 94 00

[email protected]

Disclaimer / Forward Looking Statements

The information contained in this document is for background information only and does not purport to be full or complete. This document does not constitute or form part of any invitation or inducement to engage in investment activity, nor does it constitute an offer or invitation to buy any securities in any jurisdiction or a recommendation in respect of buying, holding or selling any securities. This document is not an offer to sell, or solicitation of an offer to buy, acquire or subscribe for, or otherwise invest in, any securities to any person in any jurisdiction. Volvo Car AB (publ) (the "Company") has not made and does not intend to make any offer of securities in any jurisdiction. The proposed corporate events and securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state or local securities law.

This document is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this document may be restricted by laws in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Nothing in this document constitutes legal, financial, tax or other advice and each shareholder should consult an independent adviser as to the possible application of legal (including on national security and investment regulations, foreign direct investment regulations and/or similar laws or regulations), financial, tax or other advice in relation to the corporate events described herein.

In the United Kingdom, this document has not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such document is not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order") (which includes the existing shareholders of the Company) or any other persons to whom it may otherwise lawfully be made available to under the Financial Promotion Order.

This document may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believe", "expect", "anticipate", "intend", "estimate", "project", "will", "may", "target", "should" and similar expressions, or, in each case, their negative or other variations or comparable terminology, or by discussions of strategies, plans, objectives, goals, future events or intentions. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made and are subject to change. To the fullest extent permitted under applicable laws, the Company and its affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this document whether as a result of new information, future developments or otherwise.

None of the Company or any of its affiliates, or any of the Company's or its affiliates' directors, officers, employees, advisors or agents, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this document (or whether any information has been omitted from the document) or that any transaction has been or may be effected on the terms or in the manner stated herein or as to the achievement or reasonableness of future projections, estimates or prospects, if any, or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the document or its contents or otherwise arising in connection therewith.

The timing of the proposed corporate events described herein may be influenced by a variety of factors which include market conditions. Past performance is not a guide to future performance. Information in this document cannot be relied upon as a guide to future performance.


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