SPYKER N.V. REPORTS ITS INTERIM ANNUAL REPORT 2012

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Overig advies 02/09/2012 09:00
FOREWORD BY THE CEO
Victor R. Muller, Spyker's CEO said: "The first half of 2012 was dedicated solely to stabilizing the Company after the devastating loss of Saab Automobile AB in December 2011. We restructured our large debts to our shareholders by converting them into equity, we made deals with many of our creditors and appointed a new Supervisory Board. The result of these efforts are reflected in this H1 2012 report and the Company is now basically debt free with the exception of € 0.6 million for of a convertible debenture and a € 2 million loan related to the Spyker C8 Aileron tooling. We also managed to deal with the negative effects of the bankruptcy of one of our main suppliers, CPP Manufacturing, which had supplied us with the aluminum bodies-in-white for over a decade. Having reached agreement with virtually all of our suppliers, the production of the Spyker C8 Aileron resumed in H1 2012 be it at a slow pace initially since it will take a lot of time for the supply chain to be fully restored.
Since Spyker executed a drastic cost down exercise, the operational costs were reduced to a bare minimum and hence the operational losses are manageable until production reaches a cash generating level.
After the successful elimination of our debt, we embarked on a mission to attract new investment in the Company. Discussions with investors took several months but earlier this week we announced the partnership with Youngman with whom we secured a € 10 million capital injection in the Company and entered into two jointventures: Spyker P2P B.V. for the production of the Spyker D8 Peking-to-Paris SSUV and Spyker Phoenix B.V. to
develop and produce a range of new products based on the so-called Phoenix platform to which Youngman obtained a license in 2011.
With a new partner on board and having restructured the Company financially, we are looking forward to grow the Spyker business from hereon forward and will keep an open eye to investment opportunities which come our way."

INTERIM ANNUAL REPORT 2012 OF THE MANAGEMENT BOARD
Zeewolde, the Netherlands, 31 August 2012 – 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 2012 period ended 30 June 2012. Spyker N.V. is listed on NYSE Euronext Amsterdam (ticker symbol SPYKR).

Introduction
This Interim Annual Report 2012 of Spyker N.V., for the six months starting on 1 January 2012 and ending on 30 June 2012, 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 2012 is unaudited.
The Interim Annual Report 2012 of Group comprises the Spyker N.V. and its subsidiaries (together referred to as “the Group”, “Group”, “Spyker” or “the Company”).

Financial Developments H1 2012
• H1 2012 result amounts to € 126.2 million profit, as a consequence of among others a € 131.0 million gain resulting from financial restructuring and recapitalization;
• Operating result amounts to € 1.4 million loss;
• Positive equity amounts to € 4.1 million.
Spyker managed to improve its financial position in the first 6 months of 2012 by means of the following events:
• All of Spyker’s loans in the aggregate amount of € 130 million (including accrued interest up to April 2012) were converted on 18 April 2012 to 260 million non-listed shares A at a share price of € 0.50 each on 18 April, last;
• Spyker reached a settlement with the administrators of Saab Great Britain Ltd. to reduce Spyker’s debtof € 24,9 million (including accrued interest up to April 2012) to € 0,5 million in cash and the equivalent of € 0,25 million in the form of shares A;
• Spyker reached a settlement with certain of its creditors to reduce its trade payables by a total amount of € 1.2 million;
• The issue of subscription notices for a total of 13.7 million shares under the € 150 million equity facility between Spyker and GEM Global Yield Fund Limited;
• The issue of the first trance of € 0.5 million convertible debenture loan from GEM Global Yield Fund Limited of which € 0.4 million was converted into shares A.
Furthermore Spyker reached an agreement to reduce its $ 10 million parent company guarantee to Saab Automobile’s financier GMAC. The exposure was reduced to $ 1 million to be placed in escrow for the duration of GMAC’s recovery process.

Corporate Developments H1 2012
• On 18 April 2012 the company’s name was changed from Swedish Automobile N.V. into Spyker N.V.;
• The Company’s articles of association were amended on 17 April 2012. The authorized capital was increased from € 3,000,000 to € 20,000,000 divided into 150,000,000 ordinary shares and 350,000,000 shares Class A with a nominal value of € 0.04 each;
• On 18 January 2012 Mr. Hans Hugenholtz, Mr. Maurizio La Noce and Mr. Alex Roepers stepped down as members of the Supervisory Board and Mr. Rob Schuijt resigned as member of the Management Board;
• On 17 April 2012 Mr. Martin E. Button was appointed as new member and chairman of the Supervisory Board for a term of four years. Recent Developments
• On 6 August 2012 Spyker announced that it has filed a complaint against General Motors Company ("GM") . This lawsuit seeks redress for the unlawful actions GM took to avoid competition with Saab Automobile in the Chinese market. The monetary value of the claim amounts to US$ 3 billion (three billion US dollars). On 24 August 2012 Spyker agreed to GM’s request for a 30-day extension of the deadline to respond to the Complaint, which response is now due on 28 September 2012;
• On 27 August 2012 Spyker N.V signed a Framework Agreement with the Chinese car manufacturer Zhejiang Youngman Passenger Car Group Co, Ltd ("Youngman"). The Framework Agreement entails the following:
• Youngman will invest € 10,000,000 in Spyker of which approximately € 6,700,000 as subscription for such number of Class A shares in Spyker as will constitute 29.9% of the issued and outstanding share capital of Spyker on a fully diluted basis for a price of € 0.05 per share, and the remaining approximately € 3,300,000 shall be provided to Spyker in the form of a shareholder loan. Youngman undertakes to not exceed the 29.9 percent threshold and therefore has no ambition to make a mandatory offer on all outstanding shares in Spyker.
• Youngman and Spyker will jointly invest in a Joint Venture to be called Spyker P2P B.V. (“Spyker P2P”) in which Youngman will make a cash contribution in the amount of € 25,000,000 and will hold 75% of the shares whilst Spyker will make its contribution by transferring the technology itdeveloped for the Spyker D8 Peking-to-Paris ("SSUV"),as well as the Spyker trademarks and will hold 25% of Spyker P2P's shares. Additional models on the SSUV technology are being contemplated.
• Youngman and Spyker will jointly incorporate a second Joint Venture to be called Spyker Phoenix B.V. (“Spyker Phoenix”) in which Youngman will contribute the rights to the Phoenix platform as developed by Saab Automobile AB in 2010/2011 to which Youngman acquired a license in 2011 as well as provide all required funding. Youngman will hold 80% of Spyker Phoenix’ shares whilst Spyker will hold 20% of Spyker Phoenix' shares which shareholding will be exempt from dilution.
Spyker Phoenix shall develop and manufacture a new full range of premium car models based on the Phoenix platform which models will be positioned higher than the comparable Saab models were. Spyker Phoenix products may be manufactured in Europe and China as the case may be.
Youngman and Spyker agree to provide all the (manufacturing) technologies owned by each of them to Spyker Phoenix for its use free of charge.

Outlook
By signing the Framework Agreement of 27 August 2012 with Youngman, Management secured funding in order to strengthen the Company’s financial position, meets its agreements with all suppliers on payment and delivery terms and restart production.
Now the funding is found to stabilize the business and enable a sustainable restart of production, the Group’s goal is to establish Spyker as a premium sports car manufacturer.

STATEMENT OF THE MANAGEMENT BOARD
This Interim Annual Report 2012 of the Group, for the six months starting on 1 January 2012 and ending on 30 June 2012, 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 2012 is unaudited.
This Interim Report 2012 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 2012 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.

toevoeging 3/9
tijd 09.09
Spyker EUR 0,05 +1ct en 524.000 sts omzet op de 1/2 jaarcijfers.



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