Filed pursuant to Rule 424(b)(3)
Registration No. 333-226192
NAKED BRAND GROUP LIMITED
10,864,600 Ordinary Shares
This prospectus relates to the resale by the Selling Shareholders (as defined below in the section titled “Selling Shareholders”) of up to 9,570,708 ordinary shares, no par value, of Naked Brand Group Limited (“Ordinary Shares”) and the resale by three of the Selling Shareholders of up to 1,293,892 Ordinary Shares issuable upon exercise of outstanding warrants.
The securities offered for resale hereby were issued in connection with one or more private placements and placements that occurred outside the United States. We will not receive any proceeds from the sale of the securities by the Selling Shareholders under this prospectus. However, we could receive up to US$4,852,095 in gross proceeds if all of the warrants held by three of the Selling Shareholders are exercised for cash. Any amounts we receive from such exercises will be used for working capital and other general corporate purposes.
Information regarding the Selling Shareholders, the number of Ordinary Shares that may be sold by them, and the times and manner in which they may offer and sell the Ordinary Shares under this prospectus is provided under the sections titled “Selling Shareholders” and “Plan of Distribution,” respectively. We have not been informed by any of the Selling Shareholders that they intend to sell their securities covered by this prospectus and do not know when or in what amount the Selling Shareholders may offer the securities for sale. The Selling Shareholders may sell any, all, or none of the securities offered by this prospectus.
The Selling Shareholders and intermediaries through whom such securities are sold may be deemed “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities offered hereby, and any profits realized or commissions received may be deemed underwriting compensation. We have agreed to indemnify certain of the Selling Shareholders against certain liabilities, including liabilities under the Securities Act.
Our Ordinary Shares trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NAKD”. The last sale price of our Ordinary Shares on June 25, 2019 was US$0.235 per share.
Investing in our securities involves risks. See “Risk Factors” beginning on page 8 to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state or foreign securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Prospectus dated June 26, 2019
TABLE OF CONTENTS
|CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS||10|
|USE OF PROCEEDS||11|
|CAPITALIZATION AND INDEBTEDNESS||11|
|PLAN OF DISTRIBUTION||17|
|SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES||19|
|WHERE YOU CAN FIND ADDITIONAL INFORMATION||19|
|INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS||20|
You should rely only on the information contained in this prospectus and the documents we incorporate by reference in this prospectus. We have not authorized anyone to provide you with different information. We do not take any responsibility for, and cannot provide any assurance as to the reliability of, any other information that others may give you. We are not making an offer to sell the securities in any jurisdiction where the offer or sale thereof is not permitted. The information contained in this prospectus and incorporated by reference in this prospectus is accurate only as of the respective date of such information, regardless of the time of delivery of this prospectus or of any sale or offer to sell hereunder.
To the extent this prospectus contains summaries of the documents referred to herein, you are directed to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the Registration Statement of which this prospectus is a part, and you may obtain copies of such documents as described below in the section titled “Where You Can Find Additional Information.”
Unless otherwise stated in this prospectus, “we,” “us,” “our,” or “our company,” refers to Naked Brand Group Limited, our subsidiaries, and our predecessor operations.
Unless otherwise stated in this prospectus, references to dollar amounts mean United States Dollars.
This prospectus contains references to a number of trademarks which are registered or for which we have pending applications or common law rights. Our major trademarks include, among others, the “Naked” trademark, the Heidi Klum trademarks, the Frederick’s of Hollywood trademarks and other related trademarks. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus and the documents we incorporate by reference are listed without the ®, (sm) and (tm) symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names.
An investment in our securities involves a high degree of risk. Before investing in our Ordinary Shares, you should carefully consider the risk factors set forth below and those described under “Risk Factors” in the documents incorporated by reference herein, including in our most recent Annual Report on Form 20-F filed with the SEC, together with the other information included in this prospectus and incorporated by reference herein from our filings with the SEC. If any of such risks or uncertainties occurs, our business, financial condition, and operating results could be materially and adversely affected. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially and adversely affect our business operations. As a result, the trading price of our Ordinary Shares could decline and you could lose all or a part of your investment.
Risks Related to the Offering
Sales by the Selling Shareholders of the Ordinary Shares covered by this prospectus could adversely affect the trading price of our Ordinary Shares.
We are registering for resale up to 9,570,708 Ordinary Shares and up to 1,293,892 Ordinary Shares issuable upon exercise of outstanding warrants, which together represent approximately 18.3% of our outstanding Ordinary Shares, on a fully-diluted basis. The resale of all or a substantial portion of the Ordinary Shares registered hereby in the public market, or the perception that these sales might occur, could cause the market price of our Ordinary Shares to decrease and may make it more difficult for us to sell Ordinary Shares in the future at a time and upon terms that we deem appropriate.
We do not intend to pay any dividends on our Ordinary Shares at this time.
We have not paid any cash dividends on our Ordinary Shares to date. The payment of cash dividends on our Ordinary Shares in the future will be dependent upon our revenue and earnings, if any, capital requirements, and general financial condition, as well as the limitations on dividends and distributions that exist under the laws and regulations of Australia, and will be within the discretion of our board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends on our Ordinary Shares in the foreseeable future. As a result, any gain you will realize on our Ordinary Shares (including Ordinary Shares obtained upon exercise of our warrants) will result solely from the appreciation of such shares.
We may issue additional securities in the future, which may result in dilution to our shareholders.
As of June 18, 2019, we had 31,286,368 Ordinary Shares subject to outstanding warrants, including 1,293,892 Ordinary Shares underlying warrants registered hereby, and 2,968,433 Ordinary Shares subject to outstanding convertible promissory notes (assuming all outstanding principal and interest thereon through such date is converted at the initial conversion price of $0.90 per share, without regard to any limitations on such conversion). In addition, we are not restricted from issuing additional Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares. Because we may need to raise additional capital in the future to operate and/or expand our business, we may conduct additional equity offerings. To the extent our outstanding options and warrants are exercised or we conduct additional equity offerings, additional Ordinary Shares will be issued, which may result in dilution to our shareholders. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our Ordinary Shares.
Nasdaq may delist our Ordinary Shares from quotation on its exchange, which could limit investors’ ability to sell and purchase our securities and subject us to additional trading restrictions.
Our Ordinary Shares are currently listed on the Nasdaq Capital Market under the trading symbol “NAKD.” However, on February 5, 2019, we received a notice from the Listing Qualifications Department of Nasdaq stating that, for the last 30 consecutive business days, the closing bid price for our Ordinary Shares had been below the minimum of US$1.00 per share required for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). We will be afforded 180 calendar days (until August 5, 2019) to regain compliance with the minimum bid price requirement. In order to regain compliance, the bid price for our Ordinary Shares must close at US$1.00 per share or more for a minimum of ten consecutive business days. The notification letter also states that in the event we do not regain compliance within the 180 day period, we will be eligible for additional time if we meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and notify Nasdaq of our intention to cure the deficiency during such second compliance period, including by effecting a reverse stock split, if necessary. There can be no assurance that we will regain compliance with the minimum bid price requirement within the allotted period, or that we will be able to maintain compliance with the other continued listing requirements under the Nasdaq Listing Rules.
If our Ordinary Shares are not listed on Nasdaq at any time after this offering, we could face significant material adverse consequences, including:
|●||a limited availability of market quotations for our securities;|
|●||a determination that our Ordinary Shares are a “penny stock” which will require brokers trading in our shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our Ordinary Shares;|
|●||a limited amount of news and analyst coverage for our company; and|
|●||a decreased ability to issue additional securities or obtain additional financing in the future.|
As a foreign private issuer, we are permitted and expect to follow certain home country corporate governance practices (in our case Australian) in lieu of certain Nasdaq requirements applicable to domestic issuers and we are permitted to file less information with the SEC than a company that is not a foreign private issuer. This may afford less protection to holders of our securities.
As a foreign private issuer under the Exchange Act, Nasdaq allows us to follow home country governance practices (in our case Australian) in lieu of the otherwise applicable Nasdaq corporate governance requirements. In accordance with this exception, we follow Australian corporate governance practices in lieu of certain of the Nasdaq corporate governance standards, as more fully described in our Annual Report on Form 20-F for the fiscal year ended January 31, 2019, which is incorporated herein by reference. See “Where You Can Find Additional Information.” In particular, we will follow Australian law and corporate governance practices with respect to the composition of our board and quorum requirements applicable to shareholder meetings. These differences may result in a board that is more difficult to remove as well as less shareholder approvals required generally. We will also follow Australian law instead of the Nasdaq requirement to obtain shareholder approval prior to the issuance of securities in connection with a change of control, certain acquisitions, private placements of securities, or the establishment or amendment of certain stock option, purchase, or other equity compensation plans or arrangements. These differences may result in less shareholder oversight and requisite approvals for certain acquisition or financing related decisions or for certain company compensation related decisions. The Australian home country practices described above may afford less protection to holders of our securities than that provided under the Nasdaq Listing Rules.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in this prospectus that are not purely historical are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about our:
|●||ability to achieve profitability;|
|●||expectations regarding industry trends and the size and growth rates of addressable markets;|
|●||reliance on third parties for production and distribution;|
|●||our business plan and growth strategies, including plans for expansion to new markets and new products;|
|●||expectations for seasonal trends;|
|●||results of operations;|
|●||ability to manage growth;|
|●||ability to complete strategic acquisitions;|
|●||ability to minimize our production and distribution costs by utilizing funding sources provided by others;|
|●||regulatory or operational risks;|
|●||success in retaining or recruiting, or changes required in, our officers, key employees, or directors;|
|●||ability to obtain additional financing when and if needed;|
|●||liquidity and trading of our securities; and|
|●||status as an emerging growth company under the JOBS Act.|
The forward-looking statements contained in this prospectus are based on current expectations, assumptions, and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments will be those that have been assumed or anticipated. These forward-looking statements are subject to a number of risks and uncertainties (some of which are beyond our control) that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those risks described from time to time in our SEC filings and those risk factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the securities under this prospectus. However, we could receive up to US$4,852,095 in gross proceeds if the warrants held by three of the Selling Shareholders are exercised for cash. Any amounts we receive from such exercises will be used for working capital and other general corporate purposes.
CAPITALIZATION AND INDEBTEDNESS
The following table sets forth our capitalization at January 31, 2019 on an historical basis and on a pro forma basis, after giving effect to the March Consultant Issuance, the March Financing Issuances, the May Note Issuance, the May Share Issuance and the May Debt Exchange. The information presented in the capitalization table below is unaudited.
|As at January 31, 2019||NZ$ ‘000||US$ ‘000(5)||NZ$ ‘000||US$ ‘000(5)|
|Fair Value of Warrants(4)||-||-||4,348||3,000|
|(1)||Reflects the following:|
|a.||NZ$1.25 million/US$0.85 million related to the issue of 2,119,178 ordinary shares to the holder of one of the outstanding promissory notes in the amount of $847,671 at US$0.40 per share.|
|b.||On the May 16, 2019, the Group issued 635,585 ordinary shares in exchange for the cancellation of a NZ$0.3 million/US$0.2 million debt held by a shareholder.|
|(2)||Reflects the completion, on May 13, 2019, of a private placement of a secured convertible promissory note for a purchase price of NZ$4.35 million/US$3 million. The note accrues interest at 10% per annum and matures on November 13, 2020.|
|(3)||Reflects the following:|
|a.||NZ$6.60 million/US$4.50 million related to the issue of 11,248,415 ordinary shares to trade creditors in satisfaction of trade payables due to them, at an effective per share price of US$0.40.|
|b.||NZ$1.69 million/US$1.15 million related to the issue of 4,510,588 ordinary shares to investors in a private placement at a share price of US$0.255.|
|c.||NZ$4.05 million/US$2.75 million relating to the issue to certain accredited investors of 10,784,313 ordinary shares at an agreed per share price of US$0.255, except that, to the extent an investor would beneficially own more than 9.9% of our outstanding ordinary shares after the closing, we agreed to issue the investor “pre-funded” warrants in lieu of such shares. Each investor also received an “investment” warrant to purchase 100% of the number of ordinary shares for which it had agreed to subscribe. As a result, we issued 3,914,846 ordinary shares, “pre-funded” warrants to purchase 6,869,467 ordinary shares and “investment” warrants to purchase 10,784,313 ordinary shares to the investors at the closing.|
|d.||The closing, on May 14, 2019, on a NZ$2.17 million/US$1.5million share issuance of 6,000,000 shares to investors in a private placement at a share price of US$0.25. The investor also received a warrant to purchase 1,000,000 ordinary shares.|
|(4)||Capitalization is adjusted by NZ$4.348 million/US$3million to recognize a derivative liability in relation to the issue of 31,286,368 warrants at $0.27 per warrant on June 18, 2019.|
|(5)||I0n this prospectus certain New Zealand dollar amounts have been translated into United States dollars at the rate of NZ$1 = USD$0.69. Such translations should not be construed as representations that the New Zealand dollar amounts represent, or have been or could be converted into, United States dollars at that or any other rate|
You should read this table in conjunction with our consolidated financial statements as at and for the year ended January 31, 2019, which are incorporated by reference in this prospectus.
The Selling Shareholders may from time to time offer and sell any or all of our securities set forth below pursuant to this prospectus. When we refer to “Selling Shareholders” in this prospectus, we mean the persons listed in the table below, and the pledgees, donees, permitted transferees, assignees, successors, and others who later come to hold any of the Selling Shareholders’ interests in our securities other than through a public sale.
The Selling Shareholders acquired the Ordinary Shares offered hereby (or the warrants pursuant to which the Ordinary Shares offered hereby are issuable) as described in “Prospectus Summary – Background of the Offering” above.
We have registered the resale of the securities included in this prospectus in order to permit such Selling Shareholders to offer the shares for resale from time to time. In accordance with the Registration Rights Agreement, this prospectus covers the resale of (i) the Ordinary Shares held by the Selling Shareholders and (ii) the maximum number of Ordinary Shares issuable upon exercise of the warrants held by three of the Selling Shareholders. Because the Ordinary Shares issuable upon the exercise of our warrants are subject to adjustments under certain circumstances and permit, in certain circumstances, “cashless” exercise, the number of shares that will actually be issuable upon any exercise thereof may be more or less than the number of shares being offered by this prospectus.
The following table sets forth, as of June 18, 2019:
|●||the name of each Selling Shareholder for whom we are registering Ordinary Shares;|
|●||the number of Ordinary Shares beneficially owned by the Selling Shareholders prior to the offering;|
|●||the number of outstanding Ordinary Shares, the number of Ordinary Shares underlying warrants, and the total number of Ordinary Shares offered for resale to the public by each Selling Shareholder; and|
|●||the number of Ordinary Shares and the percentage of Ordinary Shares to be beneficially owned by each Selling Shareholder after the offering (assuming all of the Ordinary Shares are sold by such Selling Shareholder).|
This table is prepared solely based on information supplied to us by the listed Selling Shareholders and any Schedules 13D or 13G filed by the Selling Shareholders with the SEC, and assumes the sale of all of the securities offered hereby. The Selling Shareholders may sell all, some or none of their shares in this offering. See the disclosure under the heading “Plan of Distribution” elsewhere in this prospectus. The Selling Shareholders identified in the table below may have sold, transferred or otherwise disposed of some or all of their shares since the date of this prospectus in transactions exempt from or not subject to the registration requirements of the Securities Act. Information concerning the Selling Shareholders may change from time to time and, if necessary and required, we will amend or supplement this prospectus accordingly.
|Prior to the Offering||Offered Hereby||After the Offering(2)|
|Shareholder (1)||Ordinary Shares Beneficially Owned||Ordinary Shares||Ordinary Shares Underlying Warrants||Total Ordinary Shares||Ordinary Shares Beneficially Owned||Beneficial Ownership Percentage|
|Samantha Sin Man Chong (4)||111,394||111,394||-||111,394||-||0.0||%|
|Andrew Stranberg (5)||94,808||94,808||-||94,808||-||0.0||%|
|Bridgecorp Consolidated Holdings Pty Ltd (6)||191,953||191,953||-||191,953||-||0.0||%|
|SBL Holdings Ltd (7)||853,686||484,176||-||484,176||369,510||*|
|Paul Vassilakos (3)(8)||185,000||61,944||-||61,944||123,056||*|
|William Gibson (9)||113,284||56,642||-||56,642||56,642||*|
|Summit Reliance International Ltd (10)||945,026||571,559||571,559||373,467||*|
|True Aim Ltd (11)||1,949,853||536,551||536,551||1,413,302||2.3||%|
|High Standard Ltd (12)||1,400,812||255,246||255,246||1,145,566||1.9||%|
|Tryast Management Limited (13)||253,351||253,351||253,351||-||0.0||%|
|Novo General Trading FZE (14)||569,807||405,361||405,361||164,446||*|
|Daniel Raymond Fields (15)||945,480||380,348||380,348||565,132||*|
|Enares Pty Ltd (16)||5,870,099||1,019,010||1,019,010||4,851,089||7.7||%|
|TGO Pty Ltd (17)||3,766,795||416,782||416,782||3,350,013||5.3||%|
|AEE Acquisitions Holdings LLC (18)||165,747||117,675||117,675||48,072||*|
|Alpha Capital Anstalt (19)||287,894||204,395||204,395||83,499||*|
|Carlos Farjallah (20)||40,537||40,537||40,537||-||0.0||%|
|Ivory Castle Limited (21)||1,143,751||355,907||355,907||787,844||1.3||%|
|Van Zyl Tripp Pty Limited (22)||1,169,395||275,081||275,081||894,314||1.5||%|
|Kim Bottger (23)||30,403||30,403||30,403||-||0.0||%|
|Viya Mikitas (24)||50,898||50,898||50,898||-||0.0||%|
|Fields Family Trust (25)||167,943||135,121||135,121||32,822||*|
|Brad Pettersson (26)||218,895||218,895||218,895||-||0.0||%|
|Armistice Capital Master Fund Ltd. (27)||4,800,000||-||800,000||800,000||4,000,000||6.4||%|
|Maso Capital Investments Limited (28)||1,273,201||475,467||475,467||797,734||1.3||%|
|Blackwell Partners LLC - Series A (28)||1,769,840||661,200||661,200||1,108,640||1.8||%|
|Star V Partners LLC (28)||411,079||196,667||196,667||214,412||*|
|Gurravembi Investments Pty Ltd (29)||984,315||133,334||133,334||850,981||1.4||%|
|AKR Investments Limited (30)||1,084,314||200,000||200,000||884,314||1.4||%|
|Seyed Karim Paul Salamatian (31)||80,001||53,334||53,334||26,667||*|
|Real Charm Group Ltd (32)||128,803||85,867||85,867||42,936||*|
|Linrik Investment Limited(33)||137,901||137,901||137,901||-||0.0||%|
|Phoenix Capital Limited(34)||1,354,627||304,021||304,021||1,050,606||1.7||%|
|World Wide Holdings LLC (35)||179,186||29,186||29,186||150,000||*|
|Letters Capital Madison Avenue Equity LLC( 36 )||881,580||614,913||266,667||881,580||-||0.0||%|
|NAKD Opportunity SPV LLC(37 )||757,483||303,033||227,225||530,258||227,225||*|
|Jake Christopher Clifford Millar(38 )||3,406||3,406||-||3,406||-||0.0||%|
|DCM Capital Investment( 39 )||20,800||20,800||-||20,800||-||0.0||%|
|Don Stanway(40 )||83,542||83,542||-||83,542||-||0.0||%|
* Less than 1%.
|(1)||Unless otherwise indicated, the business address of each of the individuals and entities is Naked Brand Group Limited, c/o Bendon Limited, Building 7C, Huntley Street, Alexandria NSW 2015, Australia|
|(2)||Based on 59,487,636 Ordinary Shares outstanding as of June 18, 2019, and assuming that the warrants to purchase Ordinary Shares offered hereby are exercised, but no other outstanding warrants or options are exercised.|
|(3)||Paul Vassilakos served as a consultant of ours from October 2016 to June 2018.|
|(4)||The business address of this person is 4 Shek O Headland Road – Ste 1, Shek O, Hong Kong.|
|(5)||The business address of this person is 2345 Lake Avenue, Miami Beach, Florida 33140.|
|(6)||The business address of this entity is Tower One, International Towers, 100 Bangaroo Avenue, Sydney NSW 2000, Australia. Matthew Pethybridge has voting and dispositive power over the shares held by this entity.|
|(7)||The business address of this entity is 26 Ti Point Rd, Leigh 0985, New Zealand. Timothy Connell has voting and dispositive power over the shares held by this entity.|
|(8)||The business address of this person is 225 5th Avenue, Apt. 9H, New York, New York 10010.|
|(9)||The business address of this person is 25A Neal St, Covent Garden, London WC2H9PR.|
|(10)||The business address of this entity is Unit 701, 7th Floor, Far East Consortium Building, 113-125 DecVoeux Road, Central. Andy Fong has voting and dispositive power over the shares held by this entity. The number of Ordinary Shares Beneficially Owned reflects the position prior to the intended cancellation of shares described above.|
|(11)||The business address of this entity is Room 3D – 3rd Floor Mega Cube, 8 Wang Kwong Rd, Kowloon Bay. W.Y. Fong has voting and dispositive power over the shares held by this entity. The number of Ordinary Shares Beneficially Owned reflects the position prior to the intended cancellation of shares described above.|
|(12)||The business address of this entity is Unit B, 2nd Floor, Cheung Hing Industrial Building, 12P Smithfield Road, Kennedy Town. Kenneth Li has voting and dispositive power over the shares held by this entity. The number of Ordinary Shares Beneficially Owned reflects the position prior to the intended cancellation of shares described above.|
|(13)||The business address of this entity is 19 Waterfront Drive, Road Town, VG1110 Tortola, British Virgin Islands. Markos Kashiouris has voting and dispositive power over the shares held by this entity.|
|(14)||The business address of this entity is 2705 API Trio Towers, Al Barsha 1, Sheikh Zayed Road, Dubai, UAE. Venu Raman Kumar has voting and dispositive power over the shares held by this entity.|
|(15)||The business address of this person is 17 Somerset Square, London W14 8EE, UK.|
|(16)||The business address of this entity is PO Box 491, Drummoyne, NSW 1490. Neil Raymond Sutton has voting and dispositive power over the shares held by this entity.|
|(17)||The business address of this entity is 15 Kia-Ora Lane, Kangaloon, NSW, 2576, Australia. This entity is the trustee of the Onisforou Investment Trust. Theodore Gregory Onisforou has voting and dispositive power over the shares held by this entity.|
|(18)||The business address of this entity is 500 East Broward Blvd., Suite 2400, Fort Lauderdale, Florida 33301. William C. Morro is the Manager of this entity and has voting and dispositive power over the shares held by this entity.|
|(19)||The business address of this entity is 110 East Broward Blvd., #1900, Fort Lauderdale, Florida 33301. Konrad Ackermann has voting and dispositive power over the shares held by this entity.|
|(20)||The business address of this person is c/o Missy Martin, Roche Surety and Casualty, 4017 N. Himes Avenue, Tampa, Florida 33607.|
|(21)||The business address of this entity is Room 1901, 19F, 33 Hysan Ave, Causeway Bay, Hong Kong. Mr. Cheung Chi Ho has voting and dispositive power over the shares held by this entity.|
|(22)||The business address of this entity is 118 Booralie Road, Duffys Foresst NSW 2084, Australia. This entity is controlled by its directors, Simon Charles Tripp and Brenda Iris Tripp. Accordingly, such individuals have voting and dispositive power over the shares held by this entity.|
|(23)||The business address of this person is c/o Qapartments, Fuglevangsvej 11-13, 1962 Frederiksberg, Denmark.|
|(24)||The business address of this person is 18 College Road, St. Johns, Auckland 1072.|
|(25)||The business address of this entity is 14810 Clara St, Los Gatos, California 95032. Renee Fields and Edward Fields are the trustees of this entity and have voting and dispositive power over the shares held by this entity.|
|(26)||The business address of this person is c/o Bendon, 8 Airpark Drive, Mangere, Auckland 2022, New Zealand.|
|(27)||The business address of this entity is 510 Madison Avenue, 22nd Floor, New York, New York 10022. Armistice Capital, LLC is the investment manager of this entity. Steven Boyd is the managing member of Armistice Capital, LLC. Both share voting and dispositive power over the shares held by this entity. The beneficial ownership of this entity reflects limitations on exercise contained in the warrants held by this entity, which provide that the warrants may not be exercised to the extent the entity would own more than 9.9% of our outstanding Ordinary Shares.|
|(28)||The business address of each of these entities is 8/F Printing House, 6 Duddell Street. Maso Capital Partners Limited manages each of these entities. Manoj Jain and Sohit Khurana control Maso Capital Partners Limited and accordingly have voting and dispositive power over the shares held by these entities.|
|(29)||The business address of this entity is 107 Anthony Street, Ascot. QLD 4007. Michael Buys has voting and dispositive power over the shares held by this entity.|
|(30)||The business address of this entity is Apt. 7B, Cameron House, 40 Magazine Gap Road, The Peak, Hong Kong. Andrew Kenneth Rennie manages this entity and has voting and dispositive power over the shares held by this entity.|
|(31)||The business address of this person is 5341 Parker Avenue, Victoria, British Colombia V8Y 2N1.|
|(32)||The business address of this entity is Unit D, 5th Floor Charmhill Centre, 50 Hillwood Road, Tsim Sha Tsui. Adrian Yau has voting and dispositive power over the shares held by this entity.|
|(33)||The business address of this entity is c/o Amicorp BVI, PO Box 2416, Road Town, Tortola, British Virgin Islands. Peter Rading is the ultimate beneficial owner of the shares held by this entity and has voting and dispositive power over the shares held by this entity.|
|(34)||The business address of this entity is c/o Cim Corporate Services Ltd, Les Cascades Building, Edith Cavell Street, Port Louis. Syed Ali Abbas and Shaurya Doval have voting and dispositive power over the shares held by this entity.|
|(35)||The business address of this entity is 360 East 88th Street, Unit 2A, New York, New York 10128. Jeffrey Auerbach manages this entity and has voting and dispositive power over the shares held by this entity.|
|(36)||The business address of this entity is c/o PHS Corporate Services, Inc., 1313 N. Market Street, Suite 5100, Wilmington, Delaware 19801. Faidon Triantafyllidis has voting and dispositive power over the shares held by this entity.|
|(37)||The business address of this entity is 111 East 26th Street, Apt A6, New York, New York 10010. Timothy David Bemer has voting and dispositive power over the shares held by this entity.|
|(38)||The business address of this person is Studio 3.20, 91 St George’s Bay Road, Parnell, Auckland 1052, New Zealand.|
|(39)||The business address of this entity is Suite 1, Level 12, 53 Martin Place, Sydney 2000, Australia. John Marshall and Gail Marshall have voting and dispositive power over the shares held by this entity.|
|(40)||The business address of this person is 87 Old Mill Rd, Westmere, Auckland 1022, New Zealand.|
Other than as described in this prospectus, the Selling Shareholders have not within the past three years had any position, office, or other material relationship with us or any of our predecessors or affiliates other than as a holder of our securities. None of the Selling Shareholders is a broker-dealer or an affiliate of a broker-dealer.
PLAN OF DISTRIBUTION
We are registering the securities held by the Selling Shareholders covered by this prospectus to permit the resale of those securities from time to time after the date of this prospectus.
The Selling Shareholders, which as used herein includes the pledgees, donees, permitted transferees, assignees, successors, and others who later come to hold any of the Selling Shareholders’ interests in our securities other than through a public sale, may, from time to time, sell, transfer, or otherwise dispose of any or all of their securities or interests in such securities on any stock exchange, market, or trading facility on which the securities are traded, or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The Selling Shareholders may use any one or more of the following methods when disposing of the securities or interests therein:
|●||ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;|
|●||block trades in which the broker-dealer will attempt to sell the securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction;|
|●||purchases by a broker-dealer as principal and resale by the broker-dealer for its account;|
|●||an exchange distribution in accordance with the rules of the applicable exchange;|
|●||privately negotiated transactions;|
|●||settlement of short sales;|
|●||in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per security;|
|●||through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;|
|●||a combination of any such methods of sale; or|
|●||any other method permitted pursuant to applicable law.|
The Selling Shareholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Shareholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the subscriber of securities, from the subscriber) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440, and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.
In connection with the sale of our securities or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge securities to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Shareholders and any underwriters, broker-dealers, or agents that participate in the sale of the securities or interests therein may be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions, or profit they earn on any resale of the securities may be underwriting discounts and commissions under the Securities Act. Selling Shareholders who are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. Each Selling Shareholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
The Company will pay the fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify certain of the Selling Shareholders against certain losses, claims, damages, and liabilities, including liabilities under the Securities Act.
We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or any other rule of similar effect, or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 or any other rule of similar effect.
The securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Ordinary Shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Ordinary Shares by the Selling Shareholders or any other person.
We will make copies of this prospectus available to the Selling Shareholders and have informed them of the need to deliver a copy of this prospectus to each subscriber at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
Our Ordinary Shares are registered under the Exchange Act and trade on Nasdaq under the symbol “NAKD”. Our warrants are not currently registered under the Exchange Act and there has been no public market for our warrants. We do not intend to register our warrants under the Exchange Act.
Our Ordinary Shares are issued in registered form. The transfer agent for our Ordinary Shares is Continental Stock Transfer & Trust Company.
The following table sets forth the costs and expenses payable by us in connection with registering the Ordinary Shares that may be sold by selling stockholders under this prospectus. All amounts listed below are estimates except the SEC registration fee.
|SEC registration fee||$||9,802|
|Legal fees and expenses||$||10,000|
|Accounting fees and expenses||$||15,000|
|Transfer agent and registrar fees||$||5,000|
Graubard Miller, New York, New York, is acting as counsel in connection with the registration of our securities under the Securities Act. HWL Ebsworth Lawyers, Syndey, Australia, will pass upon the validity of the Ordinary Shares offered in this prospectus and on matters of Australia law.
The financial statements incorporated in this prospectus by reference to the Annual Report on Form 20-F for the year ended January 31, 2019 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to Naked Brand Group’s ability to continue as a going concern as described in Note 2 to the financial statements) of PricewaterhouseCoopers, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
We are an Australian company and our executive offices are located outside of the United States. Certain of our directors and officers and some of the experts in this prospectus reside outside the United States. In addition, a substantial portion of our assets and the assets of our directors, officers and experts are located outside of the United States. As a result, you may have difficulty serving legal process within the United States upon us or any of these persons. You may also have difficulty enforcing, both in and outside of the United States, judgments you may obtain in U.S. courts against us or these persons in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws. Furthermore, there is substantial doubt that the courts of Australia would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form F-1, as amended on Form F-3, with respect to the Ordinary Shares offered hereby. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits thereto. The registration statement includes and incorporates by reference additional information and exhibits. Statements made in this prospectus concerning the contents of any contract, agreement or other document filed as an exhibit to the registration statement are summaries of the material terms of such contracts, agreements or documents, but do not repeat all of their terms. Reference is made to each such exhibit for a more complete description of the matters involved and such statements shall be deemed qualified in their entirety by such reference. The registration statement and the exhibits and schedules thereto filed with the SEC are available without charge on the website maintained by the SEC at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.
We are subject to the information and periodic reporting requirements of the Exchange Act and we file periodic reports, including Annual Reports on Form 20-F, and other information, including reports on Form 6-K, with the SEC. These periodic reports and other information are available on the website of the SEC referred to above. As a “foreign private issuer”, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders under Nasdaq rules. Those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act. In addition, as a “foreign private issuer”, we are exempt from the rules under the Exchange Act relating to short swing profit reporting and liability.
INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS
The SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. This prospectus incorporates by reference our documents listed below:
|●||our Annual Report on Form 20-F filed with the SEC on June 14, 2019;|
|●||our reports on Form 6-K filed with the SEC on February 11, 2019, February 15, 2019, March 28, 2019, April 3, 2019, May 17, 2019 and June 14, 2019; and|
|●||the description of our Ordinary Shares contained in our registration statement on Form 8-A (No. 001-38544) filed with the SEC pursuant to Section 12(b) of the Exchange Act.|
We are also incorporating by reference all subsequent Annual Reports on Form 20-F that we file with the SEC and certain subsequent reports on Form 6-K that we furnish to the SEC (if such Form 6-K states that it is incorporated by reference into this prospectus) after the effectiveness of the registration statement of which this prospectus forms a part, until we file a post-effective amendment indicating that the offering of the securities made by this prospectus has been terminated. In addition, we are incorporating by reference all subsequent Annual Reports on Form 20-F that we file with the SEC and certain subsequent reports on Form 6-K that we furnish to the SEC (if such Form 6-K states that it is incorporated by reference into this prospectus) after the initial filing of the registration statement, until the effectiveness of the registration statement.
Any statement contained in a document filed before the date of this prospectus and incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Any information that we file after the date of this prospectus with the SEC and incorporated by reference herein will automatically update and supersede the information contained in this prospectus and in any document previously incorporated by reference in this prospectus.
You should assume that the information appearing in this prospectus and any accompanying prospectus supplement, as well as the information we previously filed with the SEC and incorporated by reference, is accurate as of the dates on the front cover of those documents only.
We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the reports or documents that have been incorporated by reference in the prospectus contained in the registration statement not delivered with the prospectus. We will provide these reports or documents upon written or oral request at no cost to the requester. Requests for such documents should be made to Naked Brand Group Limited, Attn: Mr. Justin Davis-Rice, c/o Bendon Limited, Building 7B, Huntley Street, Alexandria, NSW 2015, Australia. Such documents may also be accessed free of charge on our website at www.bendon.com.
NAKED BRAND GROUP LIMITED
10,864,600 Ordinary Shares
June 26, 2019
No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.