A press release was sent out this morning from Spyker in which it was announced that Spyker and Youngman have signed a framework agreement for 29.9% stake. A joint venture is formed for a new car called the Spyker D8 SSUV which is to be based on the Phoenix platform?

According to the Press-Release, the framework entails the following:

Subject to satisfactory completion by Youngman of a due diligence on Spyker and the satisfaction of relevant conditions to be set forth in the definitive transaction documentation, Youngman will invest 10’000’000 (10 million) Euro in Spyker of which approximately 6,7 million Euro as a 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 Euro per share, and the remaining approximately 3,3 million Euro shall be provided to Spyker in the form of a shareholder loan. Youngman undertakes to not exceed the 29,9% threshold and therefore has no ambition to make a mandatory offer on all outstanding shares in Spyker.

Youngman shall pay the first tranche of the share subscription in an amount of 2,3 million Euro to Spyker within 7 days of today.

Youngman shall pay the remaining 7,7 million Euro no later than 45 days after the execution of the definitive transaction documentation.

Youngman and Spyker will jointly invest in a Joint Venture to be called Spyker P2P B.V in which Youngman will make a cash contribution in the amount of 25 million Euro and hold 75% of the shares whilst Spyker will make its contribution by transferring the technology it developed for the Spyker D8. A $250’000 four door Super Sports Utility Vehicle (SSUV), as well as the Spyker trademarks and will hold 25% of the Spyker P2P shares. Youngman’s contribution shall be paid in installments in accordance with the development and manufacturing plan of the SSUV with the objective of launching that car by the end of 2014. Additional models of the SSUV technology are being contemplated.

Youngman and Spyker will jointly incorporate a second Joint Venture to be called Spyker Phoenix B.V. in which Youngman will contribute the rights to the Phoenix platform as developed by Saab Automoblie AB in 2010/2011 to Youngman acquired a license in 2011 as well as provide all required funding. Youngman will hold 80% of Spyker Phoenix shares while Spyker will hold 20% of Spyker Phoenix shares which shareholder will be exempt from dilution

Spyker Phoenix shall develop and manufacture a new full range of premium models based on the Phoenix platform which models will be positioned higher than the comparable Saab models were. 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.



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