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Annual Report 2011

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Annual Report 2011 Spyker N.V. Annual Report 2011 Contents FOREWORD BY THE CEO WHO WE ARE Profile BOARD MEMBERS OF SPYKER Members of the Supervisory Board per 1 May 2012 Former members of the Supervisory Board who were in function during 2011 Members of the Management Board per 1 May 2012 Former members of the Management Board who were in function during 2011 Five-year overview of the key figures INFORMATION FOR SHAREHOLDERS Key financial dates 2012 Listing Share capital movements during 2011 Substantial holdings in Spyker Overview of publications in the period 1 April 2011 œ 1 May 2012 SUPERVISORY BOARD‘S REPORT To the shareholders Meetings of the Supervisory Board and topics discussed General tasks of the Supervisory Board Situation since 18 January 2012 Remuneration report MANAGEMENT BOARD REPORT Introduction Saab‘s demise Other events related to Saab Other noteworthy news related to Saab Spyker‘s revival Spyker‘s strategy Product research and product development; investment policy Production and suppliers Spyker‘s distribution, dealer network and sales development Branding and marketing Merchandise and market supporting activities Human resources Legal proceedings and other legal matters Environmental and social aspects Recent events Outlook for 2012 Risk Management Corporate governance Website Spyker Compliance with the Dutch Corporate Governance Code FINANCIAL STATEMENTS .............................................................................................. 45 INDEPENDENT AUDITOR‘S REPORT ............................................................................. 129 FOREWORD BY THE CEO Dear stakeholders, There can be no doubt that 2011 was the worst year in our Company's history. In spite of all our relentless efforts, we could not prevent Saab Automobile AB's bankruptcy on 19 December 2011, which left Spyker N.V. (—Spyker“ or the —Company“) and its subsidiaries in a very serious financial position. With Saab sadly gone, the uncertainty surrounding Spyker‘s sports car business has fortunately come to an end. We decided to terminate all our discussions with prospective buyers which we started in September 2010 and to continue the Spyker sports car business under the listed parent, Spyker. All management resources and funding are now -again- exclusively focused on Spyker‘s sports car business, which in my opinion has and has always had very attractive prospects as a niche high end manufacturer. I am therefore pleased to inform you of the substantial progress we have made since the beginning of this year. The first step taken was to seek short-term funding for Spyker and its subsidiaries 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. 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. On 24 February 2012, Spyker and GEM signed a term sheet on the issue of a ⁄ 10 million Convertible Debenture Loan by GEM to finance Spyker‘s short term funding. Furthermore, Spyker is in discussions with various investors to fulfil its medium and long term financing requirements also to expand the Spyker sports car business, including the production of the long-awaited SSUV Spyker D8 Peking-to- Paris. The GEM Equity Stand-by Facility is available for further draw-downs and will be used when necessary. However, the Company will at all times endeavour to optimize funding from a shareholder‘s point of view i.e. seek to limit dilution if possible. An important step to reduce Spyker‘s debt was made on 17 April 2012, when Spyker reached agreement with its three major lenders on a full conversion of their outstanding loans, including all accrued interest. These loans were in part entered into to finance the Saab Automobile acquisition. The total indebtedness in the amount of ⁄ 130 million has now been converted into Spyker share capital at a share price of ⁄ 0.50 per share: in total 260 million shares were issued to the lenders. After these conversions, Spyker is now free from any (bank) loans with the exception of a financial lease agreement for the tooling for the Spyker C8 Aileron. The end result is a completely cleaned up balance sheet and a positive equity position. With that solid foundation in place Spyker‘s Management is determined to fully focus on growing the Spyker sports car business again. On 10 January 2012, Spyker's Tier One supplier of our aluminium bodies-in-white, CPP (Manufacturing) Ltd. (—CPP“), unfortunately went into administration. In 2011 CPP started preparations for the production of the Spyker C8 Aileron but the administration prevented CPP from actually starting assembly. Based on the fact that we still had the experience and capacity in-house, we decided to remove assembly back to our factory facility in Zeewolde, the Netherlands (where we had continued to assemble the Spyker C8 Spyder and Spyker C8 Laviolette). So as to make this transition possible we reached an agreement with the administrators of CPP to buy tools, work in progress and (body) parts for the Spyker C8 Aileron production and started to refurnish our facilities and build up the assembly line again in Zeewolde. As a first result of our actions over the passed months the first production Spyker C8 Aileron body-in- white (chassis #263), was assembled in Zeewolde in April 2012. It is our firm intention to take the Spyker D8 Peking-to-Paris SSUV in production as soon as possible. In 2011 we continued to develop the interior design and functionality of that desirable SSUV. On 17 April 2012, the Extraordinary General Meeting of Shareholders approved to change the name of Swedish Automobile N.V. into Spyker N.V. The same day Mr. Martin E. Button was appointed member and chairman of Spyker‘s Supervisory Board. Martin Button has been associated with Spyker since its inception in 2000. He served as managing director of Spyker of North America, LLC until the end of 2011, overseeing the development of the American market and dealer network. In the year 2010 and 2011 we took many charges and losses following the consolidation of Saab Automobile but under IFRS rules the loss of control over Saab Automobile caused Saab‘s negative net equity position to be no longer consolidated by Spyker resulting in the year 2011‘s profit of ⁄ 16.2 million. The result from discontinued operations in 2011 (Saab Automobile AB and Saab GB) was in total ⁄ 53.7 million positive where it was ⁄ 144.7 million negative in 2010. Let me finish by thanking our stakeholders, for standing by us under these trying circumstances. Your confidence in Spyker will be rewarded: I am determined and confident that we will deliver on our promises and that we can and will create a profitable and sustainable Spyker sports car business. In the meantime we intensely hope that the receivers of Saab Automobile will be successful in finding a competent buyer so that our efforts to put Saab Automobile back where it belonged, a niche player in the premium European market segment, were not in vain and many of our dedicated Saab Automobile employees will find employment with this magnificent brand again. Yours sincerely, Victor R. Muller Chief Executive Officer and Founder Zeewolde, 1 May 2012 WHO WE ARE Profile Spyker N.V. (—Spyker“) is a public limited liability company incorporated under the laws of the Netherlands with statutory seat in Zeewolde, the Netherlands and is listed at the NYSE Euronext Amsterdam Stock Exchange. Initially listed as Spyker Cars N.V. per its IPO on 27 May 2004, it changed its name on 15 June 2011 into Swedish Automobile N.V. It is listed under its current name since 18 April 2012. Spyker is a holding company of a group of companies that designs, engineers, manufactures, markets and distributes high-end sports cars under the brand name ”Spyker‘. Spyker is also the holding company of Saab Automobile AB (—Saab Automobile“) and Saab Great Britain Ltd. On 19 December 2011 the board of Saab Automobile filed for bankruptcy of Saab Automobile and the subsidiaries Saab Automobile Tools AB and Saab Automobile Powertrain AB. On 29 November 2011 Saab GB filed for administration with the High Court of London, United Kingdom. The winding-up proceedings with regard to both Saab Automobile and Saab GB are presently on-going and are not expected to be finalized on short term. The Management Board report in this Annual Report summarizes the events in 2011, which concern the Saab business until 19 December 2011 and the preparations made by Management in 2012 with regard to the revitalization of the Spyker sports car business. BOARD MEMBERS OF SPYKER Members of the Supervisory Board per 1 May 2012 Per 18 January 2012, Messrs. Hans Hugenholtz, Maurizio La Noce and Alex Roepers resigned as members of the Supervisory Board of Swedish Automobile N.V., since 18 April 2012 renamed Spyker N.V. (—Spyker“). Mr. Pieter Heerema stepped down as per 21 March 2011. Following a resolution of the Extraordinary General Meeting of Shareholders (—EGMS“), held on 17 April 2012, Mr. Martin E. Button was appointed as member and chairman of the Supervisory Board of Spyker. Martin E. Button (1954, male, American) Martin Button has been associated with Spyker since its inception in 2000. He served as managing director of Spyker of North America, LLC until the end of 2011, overseeing the development of the American market and dealer network. Mr. Button has been intimately involved in the development of the brand world-wide, and has advised on product development, reporting directly to the CEO. Mr. Button owns and manages Cosdel International Transportation; a San Francisco, USA, based freight forwarding company specializing in the import and export of collector, historic and show cars for classic car organizations and OEM‘s.
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