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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit No.
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Description
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99.1
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Press Release, dated April 27, 2017*
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*Furnished herewith
Additional Information and Where to
Find It
This Current Report
on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any jurisdiction in which such, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. This Current Report on Form 8-K does
not constitute the solicitation of any vote or approval. The proposed Business Combination will be submitted to the stockholders
of the Company for their consideration. In connection therewith, the NewCo, Bendon and the Company intend to file relevant materials
with the Securities and Exchange Commission (“SEC”), including a Registration Statement on Form F-4 to be filed by
NewCo that will include a proxy statement of Naked that also constitutes a prospectus of NewCo and a definitive proxy statement/prospectus
(when they become available) will be sent to Naked stockholders. Such documents are not currently available. Before making any
voting or investment decision with respect to the Business Combination, investors and security holders of the Company are urged
to read the definitive proxy statement/prospectus and the other relevant materials filed or to be filed with the SEC carefully
and in their entirety when they become available because they will contain important information about NewCo, the Company, Bendon
and the proposed Business Combination. The definitive proxy statement/prospectus and other relevant materials (when they become
available), and any other documents filed by NewCo or the Company with the SEC, may be obtained free of charge at the SEC web site
at www.sec.gov. In addition, investors and security holders of the Company may obtain free copies of the documents filed with the
SEC by the Company by directing a written request to: Naked Brand Group Inc., 95 Madison Avenue, 10th Floor, New York, New York
10016, Attention: Investor Relations.
Participants in the Solicitation
Naked and its directors,
executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of
proxies from the stockholders of Naked in connection with the proposed Business Combination. Information regarding the participants
in the proxy solicitation of the stockholders of Naked and a description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the definitive proxy statement/prospectus regarding the proposed Business Combination and other
relevant materials to be filed with the SEC by Naked when they become available. Additional information regarding the directors
and executive officers of Naked is also included in Naked’s Annual Report on Form 10-K for the year ended January 31, 2017.
This document is available free of charge at the SEC’s web site (www.sec.gov) and from Investor Relations at Naked at the
address described above.
Forward-Looking Statements
Certain statements
either contained in or incorporated by reference into this Current Report on Form 8-K, other than purely historical information,
including estimates, projections and statements relating to the Company’s or Bendon’s business plans, objectives and
expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. All statements, other than statements of historical facts, included in or incorporated by reference into this
Current Report regarding strategy, future operations, future transactions, future financial position, future revenue, projected
expenses, prospects, plans and objectives of management are forward-looking statements. Examples of such statements include, but
are not limited to, statements; the structure, timing and completion of the proposed Business Combination; , the transactions contemplated
thereby or any other actions to be taken in connection therewith; the Company’s continued listing on the NASDAQ Capital Market
until closing of the proposed Business Combination; the Company’s continued compliance with the minimum shareholders’
equity requirements at the time of the Company’s next periodic report; NewCo’s anticipated listing on the NASDAQ Capital
Market in connection with the closing of the proposed Business Combination; expectations regarding the capitalization, resources
and ownership structure of the combined company; the adequacy of the combined company’s capital to support its future operations;
the Company’s and Bendon’s plans, objectives, expectations and intentions; the nature, strategy and focus of the combined
company; the executive and board structure of the combined company; and expectations regarding voting by the Company’s stockholders.
The Company and/or Bendon may not actually achieve the plans, carry out the intentions or meet the expectations disclosed in the
forward-looking statements and you should not place undue reliance on these forward-looking statements. Such statements are based
on management’s current expectations and involve risks and uncertainties. Actual results and performance could differ materially
from those projected in the forward-looking statements as a result of many factors, including, without limitation, risks and uncertainties
associated with stockholder approval of and the ability to consummate the proposed Business Combination through the process being
conducted by the Company, NewCo and Bendon, the ability of the Company, NewCo and Bendon to enter into a definitive agreement and
consummate such transaction, the risk that one or more of the conditions to closing of the Business Combination may not be satisfied,
including, without limitation, the effectiveness of the registration statement to be filed with the SEC or the listing of NewCo’s
ordinary shares on the NASDAQ Capital Market, the lack of a public market for ordinary shares of NewCo and the possibility that
a market for such shares may not develop, the ability to project future cash utilization and reserves needed for contingent future
liabilities and business operations, the availability of sufficient resources of the combined company to meet its business objectives
and operational requirements, the ability to realize the expected synergies or savings from the proposed Business Combination in
the amounts or in the timeframe anticipated, the risk that competing offers or acquisition proposals will be made, the ability
to integrate Naked’s and Bendon’s businesses in a timely and cost-efficient manner, the inherent uncertainty associated
with financial projections, and the potential impact of the announcement or closing of the proposed Business Combination on customer,
supplier, employee and other relationships. The Company disclaims any intent or obligation to update these forward-looking statements
to reflect events or circumstances that exist after the date on which they were made.