FUNDING OF SPYKER
Spyker’s existing bank loans in the aggregate amount of EUR 57 million are refinanced by Tenaci Capital B.V. (“Tenaci”). The terms and conditions of this loan will mirror those of the existing loans it repays, including the right to convert EUR 9.5 million into ordinary shares at EUR 4.00 per share. The term of the loan is 12 months and the interest 10 percent above Euribor. After payment of the last instalment of the Purchase Price, Tenaci has the right to collateralize the loan on terms and conditions identical to those on which the existing loans were collateralized.
The Purchase Price of Saab amounts to USD 74 million (EUR 53.23 million at the current exchange rate of 1:1.39). The first instalment of USD 50 million, to be paid on Closing, will be paid as follows: USD 25 million is borrowed from Tenaci at the same interest rate as the other funding extended by Tenaci, without the right to convert into shares. This amount is currently already in escrow with General Motors.
The other USD 25 million is financed through a share issue, largely through a commitment from GEM Global Yield Fund Ltd under an equity facility concluded between Spyker and GEM. Spyker currently does not intend to draw in excess of USD 25 million under this facility.
The second instalment, USD 24 million, will be payable on July 15, 2010. Spyker has been approached by various investors to fund this instalment. Spyker intends to finance this amount primarily through senior debt (senior to the debt owed to Tenaci), but does not rule out other alternatives. Spyker has committed to pledge its assets to GM as security for this final tranche.
FUNDING OF TENACI
Tenaci’s equity is wholly owned by Investeringsmaatschappij Helvetia B.V., the personal holding company of Mr. Victor Muller. Tenaci obtains its debt funding from sources that wish to remain anonymous and with which Tenaci has entered into non-disclosure agreements. The terms and conditions of Tenaci’s own financing do not impact Spyker or Saab in any way.
Tenaci has successfully bought Mr. V. Antonov’s current shareholding in Spyker consisting of 4.6 million ordinary shares, subject to closing of the Saab acquisition. Currently Tenaci has no plans to make a public offer on all of the issued shares in Spyker.