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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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2.1
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Amendment No. 1 to Agreement and Plan of Reorganization, dated July 26, 2017.
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99.1
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Press Release, dated July 27, 2017.*
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*Furnished herewith.
Additional Information and Where to Find It
Naked and Holdco intend to file relevant
materials with the SEC, including the Registration Statement to be filed by Holdco that will include a proxy statement of Naked
that also constitutes a prospectus of Holdco and a definitive proxy statement/prospectus. The proxy statement/prospectus will be
mailed to stockholders of Naked as of a record date to be established for voting on the proposed Merger. Such documents are not
currently available. Before making any voting or investment decision with respect to the Merger, investors and security holders
are urged to read the proxy statement/prospectus and other relevant materials that will be filed with the SEC carefully and in
their entirety when they become available because they will contain important information about Naked, Bendon and Holdco and the
proposed Merger. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and other
relevant materials containing important information about Naked, Bendon and Holdco once such documents are filed with the SEC,
through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Naked or Holdco
when and if available, can be obtained free of charge on Naked’s website under the Investor Relations section at http://www.nakedbrands.com
or by directing a written request to Naked Brand Group Inc., 10th Floor – 95 Madison Avenue, New York, NY 10016, Attention:
Investor Relations; and/or on Bendon’s website at www.bendongroup.com or by directing a written request to Bendon Limited,
8 Airpark Drive, Airport Oaks, Auckland 2022, New Zealand or by emailing lucy.martyn@bendon.com.
Participants in the Solicitation
This is not a solicitation of a proxy from
any investor or security holder. Naked and its directors and executive officers, under SEC rules, may be deemed to be participants
in the solicitation of proxies of Naked’s stockholders in connection with the proposed Merger. Investors and security holders
may obtain more detailed information regarding the names and interests in the proposed Merger of Naked’s directors and officers
in Naked’s filings with the SEC. 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. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies to Naked’s shareholders in connection with the proposed
Merger will be set forth in the proxy statement/prospectus for the proposed Merger when available. This document will be available
free of charge at the SEC’s web site (www.sec.gov) and from Naked’s Investor Relations department at the address described
above.
No Offer or Solicitation
This Current Report on Form 8-K shall neither
constitute 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 the offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
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 Naked’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 communication 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: express
or implied regarding future financial performance, the effects of Naked’s and Bendon’s business models, the effects
of the of the proposed business combination, the transactions contemplated thereby or any other actions to be taken in connection
therewith; Naked’s continued listing on the NASDAQ Capital Market until closing of the proposed business combination; Holdco’s
anticipated listing on the NASDAQ Capital Market or the NYSE in connection with the closing of the proposed business combination;
expectations regarding the capitalization, resources and ownership structure of Holdco; the adequacy of Holdco’s capital
to support its future operations; Naked’s and Bendon’s plans, objectives, expectations and intentions; the nature,
strategy and focus of the combined company; Bendon’s acquisition of the Frederick’s of Hollywood licenses and potential
benefits of the Frederick’s of Hollywood global online licenses; the timing of the filing of the proxy statement/prospectus
and completion of the proposed business combination; the executive and board structure of Holdco; and expectations regarding voting
by Naked’s stockholders. Naked, Bendon and/or Holdco 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 Naked, Holdco and Bendon, the ability of Naked, Holdco and Bendon to consummate
the transaction contemplated by the Merger Agreement, the risk that one or more of the conditions to closing contained in the Merger
Agreement may not be satisfied, including, without limitation, the effectiveness of the registration statement to be filed with
the SEC or the listing of Holdco’s ordinary shares on the NASDAQ Capital Market or the NYSE, the lack of a public market
for ordinary shares of Holdco 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. Naked 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.