Spyker N.V. : Spyker N.V. : SPYKER AND YOUNGMAN COMPLETE TRANSACTION BASED ON
THE SHARE SUBSCRIPTION AGREEMENT, SIGNED 6 DECEMBER 2012
Zeewolde, the Netherlands, 28 June 2013 - Spyker N.V. ("Spyker") announces
that, based on the subscription agreement including accessory agreements (the
"Transaction") that were signed 6 December 2012 and to the full satisfaction
of both parties, it has completed the transaction with the Chinese car
manufacturer Zhejiang Youngman Passenger Car Group Co, Ltd ("Youngman") today.
The Transaction inter alia entailed the following transactions:
*Youngman has invested Euro 10,000,000 in Spyker of which Euro 6,991,980 as
subscription for 1,398,396 Class A shares in Spyker constituting 29.9% of
the issued and outstanding share capital of Spyker on a fully diluted
*The remaining payment of Euro 3,008,020 has been provided to Spyker in the
form of a convertible loan which bears an interest of 2.5% per annum. The
convertible loan does not have a maturity date and may only be discharged
by conversion into shares.
*Youngman and Spyker have established a Joint Venture called Spyker P2P
B.V. ("Spyker P2P") in which Youngman holds 75% of the shares and Spyker
25%. Youngman agreed to make a cash contribution in the amount of Euro
25,000,000 whilst Spyker has made its contribution by transferring the
technology it developed for the Spyker D8 Peking-to-Paris ("SSUV").
Youngman's contribution shall be paid in instalments in accordance with
the development and manufacturing plan of the SSUV.
*Youngman and Spyker also have jointly incorporated a second Joint Venture
called Spyker Phoenix B.V. ("Spyker Phoenix") in which Youngman holds 80%
of the shares whilst Spyker holds 20%. Spyker Phoenix, which shall be
entirely funded by Youngman, shall develop and manufacture a new full
range of car models based on the Phoenix platform to which Youngman
acquired a license from Saab Automobile AB in 2011.
*Spyker moreover transferred all of its trademarks to a Joint Venture
called Spyker Trademark Company B.V. ("Spyker Trademark"), in which
Youngman holds 75% of the shares whilst Spyker holds 25% of the shares.
Spyker Trademark granted a licence to Spyker, SpykerP2P and Spyker Phoenix
for the use of the Spyker trademark.
*Youngman meanwhile used its right to nominate 1/3 of Spyker's supervisory
board. On the EGMS of 21 December 2012 Mr. Qingnian Pang was appointed as
member of the supervisory board of Spyker.
Notes for Editors, not for publication
Sander van Dijk
Spyker Marketing and Communications Manager
Cell: +31 6 123 86 754
Spyker N.V. | Edisonweg 2 | 3899 AZ Zeewolde | The Netherlands | T: +31 36 535
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Source: Spyker N.V. via Thomson Reuters ONE
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