Spyker_H1_2013_12_August_2013 Download Here
Victor R. Muller, Spyker’s CEO said:” The first half year of 2013 was characterized by a further normalization of our business. We saw sound interest in our products and the launch of the new Spyker B6 Venator was a resounding success. We will launch the Spyder version coming Friday in Pebble Beach, California. Our cost levels were exceptionally high as a result of among others the legal proceedings we instituted vis a vis GM and they will remain high for as long as these proceedings continue. The outlook for the second half of 2013 is similar to the first half.”
Zeewolde, the Netherlands, 12 August 2013 – Spyker N.V., a holding company that owns subsidiaries which produce and sell premium automobiles under the Spyker brand, today publishes its interim annual report 2013 for the period ending 30 June 2013. Spyker N.V. is listed on NYSE Euronext Amsterdam (ticker symbol SPYKR). Introduction This Interim Annual Report 2013 of Spyker N.V., for the six months starting on 1 January 2013 and ending on 30 June 2013, consists of the Interim Report of the Management Board, the condensed consolidated Interim Financial Statements and a Management Board’s declaration. The information in this Interim Annual Report 2013 is unaudited. The Interim Annual Report 2013 of Group comprises the Spyker N.V. and its subsidiaries (together referred to as “the Group”, “Group”, “Spyker” or “the Company”). Financial Developments • Spyker’s equity amounts to € 1.9 million positive as per 30 June 2013, as a consequence of the completed transaction with Youngman entailing a € 7 million in proceeds from new share issues; • Spyker’s capital base is further 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 per share; • Spyker’s H1 2013 result amounts to € 5.2 million loss, including non-recurring expenses for an amount € 1.9 million as a result of among others the legal proceedings Spyker instituted vis a vis GM. 2 Corporate Developments 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. NYSE EURONEXT listing measure Since 13 September 2011 the ordinary shares in Spyker have been allocated to a Special Listing Segment (“Strafbankje”) of Euronext Amsterdam following Spyker’s then subsidiary Saab Automobile AB filing for administration. At Spyker’s request extensions to this allocation have been granted twice by Euronext , the last extension ending on 13 September 2013. Spyker will make further announcements as soon as there is clarity on whether it can return to full listing, or alternatively, when it will delist from NYSE Euronext. Investment by Youngman On 28 June 2013 Spyker announced that, based on the subscription agreement including accessory agreements (the “Transaction”) that were signed 6 December 2012, it completed the transaction with the Chinese car manufacturer Zhejiang Youngman Passenger Car Group Co, Ltd (“Youngman”). The Transaction inter alia entailed the following transactions: • Youngman invested € 10,000,000 in Spyker of which € 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 basis. • The remaining payment of € 3,008,020 was 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 at a fixed conversion proce of € 5,00 per share. • Youngman and Spyker 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 installments in accordance with the development and manufacturing plan of the SSUV. • Youngman and Spyker also 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 will hold 75% of the shares whilst Spyker will hold 25% of the shares. Spyker Trademark granted a license 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. GM claim On 10 June 2013 the District Court for the Eastern District of Michigan ruled on General Motors’ Motion to Dismiss (in response to Spyker and Saab Automobile AB’s claim for tortious interference filed in August 2012) after oral agreement, in favour of defendant GM. 3 After careful review of the Court’s Memorandum Opinion dated 18 June 2013, Spyker decided to appeal the ruling of the District Court. Recent Developments The unveiling of the Spyker B6 Venator Spyder Concept After revealing the new exotic compact, 2-door, mid-engine sports car: the Spyker B6 Venator Concept at the 2013 Geneva International Motor Show, Spyker will reveal the Spyker B6 Venator Spyder Concept at Pebble Beach on 16 August 2013. Riskmanagement A detailed description of the Group’s risk exposure and risk management is included in the Group’s Annual Report 2012. During the first half year of 2013, Management’s attention was particularly focused on managing the Group’s liquidity risk. Outlook By signing the Agreement of 6 December 2012 with Youngman, which was formally closed on 28 June 2013, Spyker secured funding in order to strengthen the Company’s financial position, meets its agreements with suppliers on payment and delivery terms and continue production. Going forward, the Company will, however, need additional funding to finance the introduction, development and production of the Spyker B6 Venator and Venator Spyder, its running costs for the coming years and to continue production (including working capital). Although Spyker’s funding requirements have not yet been contractually secured, management is confident that such funding will be obtained in the short term. Once the required funding is in place, the Company’s goal is to establish Spyker as a profitable premium sports car manufacturer. In case management is not successful in obtaining the said funding, the Company’s ability to continue as a going concern will become highly uncertain. STATEMENT OF THE MANAGEMENT BOARD This Interim Annual Report 2013 of the Group, for the six months starting on 1 January 2013 and ending on 30 June 2013, consists of the Interim Report of the Management Board, condensed consolidated Interim Financial Statements and a Management Board’s declaration. The information in this Interim Annual Report 2013 is unaudited. This Interim Report 2013 of the Management Board contains a selection of some of the main developments in the first six months of the financial year and should not be considered as exhaustive. This Interim Report 2013 of the Management Board also contains the current expectations of the Management Board for the second half of the financial year. With respect to these expectations, reference is made to the disclaimer about Forward-looking Statements. 4 Declaration In conjunction with the EU Transparency Directive as incorporated in the Dutch Financial Markets Supervision acts (Wet op het financieel toezicht), the Management Board declares that, to the best of their knowledge: The Interim Financial Statements 2013 as at 30 June 2013 and for the six months ending at 30 June 2013 have been prepared in accordance with IFRS (IAS 34) as adopted by the European Union and give a true and fair view of the assets, liabilities, financial position and profit or loss of Spyker N.V and its consolidated Group companies taken as a whole; and The Interim Report 2013 of the Management Board gives a fair review of the information required pursuant to section 5:25d (8)/(9) of the Dutch Financial Market Supervision Act. Zeewolde, 12 August 2013 Management Board Spyker N.V. Victor R. Muller Arjen Dikken Chief Executive Officer Chief Financial Officer Forward-looking Statements 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; behaviour 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’s 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 otherwise.
SPYKER AND YOUNGMAN TRANSACTION
On June, 2013. Spyker N.V. completed the transaction with the Chinese car manufacturer Zhejiang Youngman Passenger Car Group Co, Ltd (“Youngman”). 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 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.