Spyker N.V. : Spyker N.V. : REPORTS ITS FULL RESULTS 2012 AND TRADING UPDATE
Zeewolde, The Netherlands, 29 April 2013 - Spyker N.V. ("Spyker") today
announces its results for the full year 2012 ended 31 December 2012 and
reports its trading update for Q1 2013. Spyker is listed on NYSE Euronext
Amsterdam (ticker symbol SPYKR).
Mr. Victor Muller, Spyker's founder and CEO said: During the first half year
of 2012securingSpyker's future was the only item onmyagenda. Forme Spyker
could and should not suffer the same fate as Saab Automobile AB. I was willing
to do anything and everything for Spyker to survive and become a viable
The first step we tookto save Spykerwas to seek short-term funding to ensure
continuation of our operations. We made several draw downs under the€150
million GEM Equity Stand-by Facility, which had been in place since January
2010 and which in fact expired in January 2013. These draw-downs were used to
pay for ongoing operating expenses, certain creditors and suppliers to
facilitate the start-up of the Spyker C8 Aileron production which was,
however, seriously hampered by the bankruptcy early 2012 of our tier-one
supplier CPP which manufactured the C8 Aileron's aluminum body-in-white.
During 2012 Spyker reached agreement with all its major lenders and certain
trade creditors on a full conversion or settlement of the outstanding
liabilities, including all accrued interest. The totalindebtedness in the
amount of€157.6 million was converted into Spyker share capital or settled
This meant that from that moment onwards Spyker wasvirtuallyfree from
any(bank) loans: a remarkable moment on which we could not dwell too long
since additional funding was required to pay overdue creditors and secure
Spyker's operations for the coming months, including a full start of
Management therefore engaged in exploratory discussions with a number of
interested investors, ultimately resulting in an agreement with the Chinese
car manufacturer Zhejiang Youngman Passenger Car Group Co. Ltd. ('Youngman'),
which company was willing to invest a substantial amount, € 10 million,
inSpyker N.V., and agreed to make a cash contribution of€25million in
order to further develop and manufacture the Spyker D8 Peking-to-Paris
('SSUV'). The said € 10 million have in the mean time been received by Spyker
and the formal closing is expected to take place in May 2013.
As a direct consequence of Youngman's cash injections, Spyker's Management was
able to fully focus on growing the Spyker sports car business again. And that
is exactly what we did.
Having been absent in 2012, we launched the Spyker B6 Venator Concept ,shown
alongside the Spyker C8 Aileron, at the 83rdGeneva International Auto Show in
March 2013, where we announced the resurgence of the Spyker brand on a global
Spyker isalive and welland on the back of the B6Venator the Company will
enter into a new era, one in which we will carefully proceed and build up our
most prized asset, the Spyker brand, with great care.
Let me finish with Spyker's 1914 axiom, well known to all who have been
involved with Spyker's ups and downs:
"Nulla Tenaci Invia est Via"
(For the tenacious no road is impassable)
Full year 2012 ended 31 December 2012
+Result for 2012 amounts to € 114.4 million profit, as a consequence of
among others a € 123.6 million gain resulting from settlements of
+Operating result amounts to €6.1 million loss;
+Positive equity amounts to € 139 thousand.
In comparison to 2011, Spyker managed to improve its financial position by
+converting €130.6 million of loans and trade creditors into 263.7 million
non-listed Class A shares;
+reach settlements with the administrator of Saab Great Britain Ltd. and
certain creditors to reduce its loan and trade payables for a total amount
of € 27.0 million;
+an investment of € 10 million by Zhejiang Youngman Passenger Car Group Co.
Ltd. of which €7million as subscription for 1.4 million Class A shares
and € 3 million in the form of a convertible loan.The funding by Youngman
was paid to Spyker in instalments. Up to year-end 2012 Spyker received
€3.5 million. During the first quarter of 2013 Spyker received the
remaining € 6.5 million. Completion of the transaction, the share issue
and granting the convertible loan will take place in May 2013.
Reference is made to Appendix 1 for the Consolidated Income Statement 2012 and
Appendix 2 for the Consolidated Statement of Financial Position as per 31
Publication of the 2012 Annual Report
Today Spyker also publishes its Annual Report 2012. Spyker's regular Annual
General Meeting of Shareholders will be held on 13 June 2013.
Highlights of the year (up to and including Q1 2013)
Changes in the supervisory and management board
On 18 January 2012 Spyker (at that time and until 18 April 2012 still called
Swedish Automobile N.V.) announced the resignation of Mr. Hans Hugenholtz, Mr.
Maurizio La Noce and Mr. Alex Roepers as members of the supervisory board of
Spyker, as well as the resignation of Mr. Rob Schuijt as member of the
management board of Spyker with immediate effect.
At the extraordinary meeting of shareholders ("EGMS") of 17 April 2012 Mr.
Martin Button was appointed as chairman of Spyker's supervisory board,
accompanied as per the EGMS of 21 December 2012 by Mr.Qingnian Pang. Before
his appointment as chairman of the supervisory board of Spyker, Mr. Martin
Button served as the Managing Director of Spyker of North America. Mr.
Qingnian Pang is the CEO of Zhejiang Youngman Passenger Car Group Co. Ltd.
("Youngman"), the Chinese car manufacturer who in the meantime has made a
significant and strategic investment in Spyker. Also on 21 December 2012 Mr.
Arjen Dikken was appointed as a member of the management board of Spyker and
CFO.Before taking on the role as Spyker's CFO, Mr. Arjen Dikken was
responsible for the financial reporting transition of Saab.
Reverse stock split
On 21 December 2012 the EGMS approved the management board's proposal to
execute an amendment of the articles of association of Spyker, enabling a
reverse stock split by combining 100 shares with a nominal value of € 0.04
each to one new share, followed by a decrease of the nominal value to € 1.30
per share. This reverse stock split has been one of the measures taken by the
management board to accelerate a transition from the "Special Listing
Segment"of the NYSE Euronext Amsterdam stock exchange to the Official Market
The amendment of the articles of association became effective per 2 January
2013 before opening of NYSE Euronext in Amsterdam. Trading of ordinary shares
in the new nominal value started on Wednesday 2January 2013.
On 6 August 2012 Spyker in its own right and on behalf of its 100% subsidiary
SaabAutomobile AB ("Saab Automobile") filed a $ 3 billion complaint against
General Motors Company ("GM") (the "Complaint") in the UnitedStates District
Court of the Eastern District of Michigan (the"Court"). The Complaint seeks
redress for GM's tortuous interference with a transaction between Saab
Automobile AB, Spyker and Chinese investor Youngman. GM's tortious
interference drove Saab Automobile into bankruptcy in December 2011.
In response, GM filed a Motion to Dismiss to Spyker/Saab Automobile's
Complaint on 28 September 2012. Spyker and Saab Automobile opposed to the
Motion to Dismiss
The Court issued a notice to GM, Spyker and itssubsidiary Saab Automobile AB
to appear for oral argument on GM's Motion toDismiss. The hearing is
scheduled for 10 June 2013 at 2:00 p.m.
Extension of NYSE EURONEXT listing measure until 13 September 2013
The ordinary shares of Spyker are allocated to a Special Listing Segment since
13 September 2011. The NYSE Euronext listing measure had a term of one year;
per Spyker's request it has been extended with six months, allowing Spyker to
execute restructuring measures in anticipation of a return to the Official
To further complete its restructuring process Spyker in February 2013 has
applied for a second extension of the listing measure, which request has been
granted by NYSE Euronext. It is the firm intention of Spyker to complete the
restructuring process before the expiration of this extension, being 13
September 2013, and to return to the Official List.
The unveiling of the Spyker B6 Venator Concept
On 5 March 2013 Spyker revealed a new exotic compact, 2-door, mid-engine
sports car: the Spyker B6 Venator Concept. The Spyker B6 Venator Concept will
begin production in 2014 for key markets including Europe, the Middle East,
Asia Pacific and India, followed by the US in autumn 2014.
The Spyker B6 Venator Concept was shown for the first time at the 2013 Geneva
International Motor Show alongside the Spyker C8 Aileron that was first
introduced at the 2009 Geneva International Motor Show.
The introduction of the Spyker B6 Venator Concept marks the beginning of a new
era for the brand, one that will include a significant increase in production.
Investment by Youngman
Following the signing of a Framework Agreement on 27 August 2012, Spyker and
Youngman on 6 December 2012 signed a share subscription agreement including
accessory agreements (the "Transaction Documentation"), entailing inter alia,
the following transactions:
+The investment by Youngman of € 10 million in Spyker, of which € 7 million
as subscription for 1.4 million class A shares in Spyker, constituting
29.9% of the issued and outstanding share capital of Spyker on a fully
diluted basis. The remaining € 3 million would be provided to Spyker in
the form of a convertible loan, bearing an interest rate of 2.5% per
+The establishment of three joint ventures, allowing Spyker to (i) expand
its product range with the long awaited Spyker D8 Peking-to-Paris SSUV and
possibly additional models on the basis of that platform (Spyker P2P B.V.,
in which Spyker holds 25% of the shares, whilst Youngman holds 75%), (ii)
together with Youngman, develop vehicles based on the Phoenix-platform as
developed by Saab Automobile AB in 2010 / 2011 to which Youngman acquired
a license in 2011 (Spyker Phoenix B.V., in which Spyker holds 20 % of the
shares and Youngman 80%). The third joint venture was established for the
Spyker Trademarks (Spyker Trademark Company B.V., in which Spyker holds
25% of the shares and Youngman 75%).
The effects in Spyker's balance sheet of the Youngman transactions are hardly
visible in the 2012 Annual Report. In the first half of 2013, however, we will
see our already (modestly) positive equity increase by €7million as a result
of the share issue to Youngman. A further strengthening will take place in
2013 as a result of the sale of Trademark and IP rights to Spyker Trademark
Company B.V. and Spyker P2P B.V. Both in which the Company holds a 25 percent
equity stake. Additionally the group capital is reinforced by Youngman's € 3
million convertible loan which is not repayable and will over time be
converted into shares at a fixed conversion price of € 5.00 per share, whereby
Youngman will observe the 30 percent threshold so as to avoid a mandatory
offering on all outstanding shares.
The first quarter of 2013 was primarily focused on what we called Spyker
global resurgence and which was underlined by the introduction of the Spyker
B6 Venator Concept early March at the Geneva Salon. The response has been very
positive and we are confident that we will be able to build a strong order
book for the B6 Venator. We intend to launch the Spyder (open) version of the
B6 Venator later this year.
The production of the Spyker C8 Aileron is expected to gradually gain pace now
that we have managed to overcome the effects of the bankruptcy of CPP early
last year, the tier-one supplier of the C8 Aileron's bodies-in-white. This
year's production is basically sold out and the order book is solid.
We have high expectations of our cooperation with Youngman and the first
fruits thereof were clearly visible at Geneva. The coming months will be
focused on the development of the B6 Venator and the D8 Peking-to-Paris, our
long awaited SSUV.
This Press Release contains forward-looking statements. These statements may
be identified by words such as "expect", "should", "could", "shall", and
similar expressions. The Group cautions that such forward-looking statements
are qualified by certain risks and uncertainties that could cause actual
results and events to differ materially from what is contemplated by the
forward-looking statements. Factors which could cause actual results to differ
from these forward-looking statements may include, without limitation, general
economic conditions; conditions in the markets in which the Group is engaged;
behavior of customers, suppliers, and competitors; technological developments;
the implementation and execution of new ICT systems or outsourcing; and legal,
tax, and regulatory rules affecting the Groups' businesses. In addition,
financial risks such as currency movements, interest rate fluctuations,
liquidity, and credit risks could influence future results. The foregoing list
of factors should not be construed as exhaustive. The Group disclaims any
intention or obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, or
For further information please contact:
Chief Financial Officer
Cell: +31(0)6 506 46 138
Spyker N.V. | Edisonweg 2 | 3899 AZ Zeewolde | The Netherlands | T: +31 36 535
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