Naked Brand Group Limited Completes $3.4 Million Private Placement of Ordinary Shares and Warrants
Naked’s CEO Justin Davis-Rice and Largest Institutional Shareholder Participate to Strengthen the Company’s Financial Position
SYDNEY, Oct. 25, 2018 (GLOBE NEWSWIRE) -- Naked Brand Group Limited (NASDAQ: NAKD), a global leader in intimate apparel and swimwear (“Naked” or the “Company”), has closed a private placement of ordinary shares and warrants for aggregate gross proceeds of approximately $3.4 million with two accredited investors, including the Naked CEO, Justin Davis-Rice, and the company’s largest institutional shareholder, Armistice Capital.
The ordinary shares were sold at a per share price of $1.55 pursuant to a subscription agreement with each investor. Each investor also received a warrant to purchase 100% of the number of ordinary shares for which it subscribed. The warrants have an exercise price of $1.55 per share and will expire three years from the date of issuance. The exercise price and number of shares covered by the warrants are subject to adjustment for stock splits, stock combinations and certain other transactions affecting the share capital as a whole, and the exercise price is subject to adjustment for subsequent equity issuances within 90 days of the closing. Naked also agreed to file a registration statement covering the resale of the ordinary shares sold in the private placement and issuable upon exercise of the warrants within 45 days after the closing. Naked intends to use the proceeds from the private placement and any cash exercise of the warrants for working capital and general corporate purposes.
“Our continued investment in Naked reflects our confidence in the company’s ability to exploit its under-leveraged operating infrastructure with its global flagship, heritage and mass market brands in addition to synergistic eCommerce targets in the United States,” commented Steven Boyd, Chief Investment Officer of Armistice Capital. “Over time, we believe Naked shares will start to reflect the turnaround that has taken place in the last twelve months.
“From a macro perspective, we continue to see compelling acquisition multiples for similar direct-to-consumer and eCommerce companies around the globe that exhibit similar financial profiles as Naked Brand Group Limited,” concluded Boyd.
“This additional capital strengthens our balance sheet and will support a number of near-term objectives,” said Justin Davis-Rice, Chief Executive Officer of Naked Brand Group Limited. “We appreciate the support of our existing shareholders and the confidence this additional investment conveys in our business,” concluded Davis-Rice.
The securities sold in the private placement have not been registered under the Securities Act of 1933, as amended, or state securities laws as of the time of issuance and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction. Any offering of the securities under the resale registration statement will only be by means of a prospectus.
Further details regarding this private placement can be found in Naked Brand Group Limited’s Current Report on Form 6-K to be filed with the Securities and Exchange Commission or the investor relations section of the Company’s website here.
About Naked Brand Group Limited
Naked Brand Group Limited (NASDAQ: NAKD) is a leading intimate apparel and swimwear company with a diverse portfolio of brands. The company designs, manufactures and markets a portfolio of 11 company-owned and licensed brands, catering to a broad cross-section of consumers and market segments. Brands include Naked, Bendon, Bendon Man, Davenport, Fayreform, Hickory, Lovable, Pleasure State, Heidi Klum Intimates, Heidi Klum Man, Heidi Klum Swim. Naked Brand Group Limited products are available in 44 countries worldwide through 6,000 retail doors, a growing network of E-commerce sites and 61 company-owned Bendon retail and outlet stores in Australia and New Zealand. Brands are distributed through premier department stores, specialty stores, independent boutiques and third-party e-commerce sites globally, including Macy’s, Nordstrom, Saks Fifth Avenue, Harrods, Selfridges, Amazon and ASOS among others. For more information please visit www.nakedbrands.com.
This communication contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts. Such statements may be, but need not be, identified by words such as “may,” “believe,” “anticipate,” “could,” “should,” “intend,” “plan,” “will,” “aim(s),” “can,” “would,” “expect(s),” “estimate(s),” “project(s),” “forecast(s)”, “positioned,” “approximately,” “potential,” “goal,” “pro forma,” “strategy,” “outlook” and similar expressions. Examples of forward-looking statements include, among other things, statements regarding future or projected financial performance, annualized financial performance, future growth in our business, trends in our industry, product innovation, acquisition synergies and efficiencies, and operational expansion. All such forward-looking statements are based on management’s current beliefs, expectations and assumptions, and are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed or implied in this communication. The risks and uncertainties are set forth under “Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended January 31, 2018. Further, investors should keep in mind that our revenue and profits can fluctuate materially depending on many factors. Accordingly, our revenue and profits in any particular fiscal period may not be indicative of future results. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise, except as required by law.
Naked Brand Group Limited
MZ North America
Released October 25, 2018