Proposed 19.99% Strategic Investment
from Sapinda, Owner of the Globally Recognized Italian
Luxury-Lingerie Firm La Perla To Support Strategic Acquisition
Efforts Worldwide
Naked Brand Group Limited (NASDAQ: NAKD), a global
leader in intimate apparel and swimwear (“Naked” or the “Company”),
has entered into a non-binding term sheet (“Term Sheet”) to receive
a $25 million strategic investment from Sapinda Holding B.V.
(“Sapinda”), a leading European investment firm and owner of the
globally recognized Italian luxury-lingerie firm La Perla.
If the investment contemplated by the term sheet
is completed, it will provide unique operating synergies,
investment capital that would support strategic acquisitions, as
well as direct-to-consumer and eCommerce initiatives globally.
“We are pleased to announce the term sheet for a
proposed $25 million strategic investment from Sapinda, owner of
the globally recognized Italian luxury-lingerie firm La Perla,
which we view as a validation of our operating model and strategy,”
said Justin Davis Rice, Chief Executive Officer of Naked Brand
Group Limited. “If completed, this investment will provide us with
additional capital to support our plans to complete accretive
strategic acquisitions to better utilize our under-leveraged
operating infrastructure. We have identified several attractive
opportunities within the eCommerce and direct-to-consumer space
that we believe have the potential to create notable shareholder
value over the long term. I look forward to announcing new
developments surrounding these strategic initiatives as
appropriate,” concluded Davis Rice.
Established in 2009, Sapinda is a diversified
global investment group focused on special situation investment
opportunities across continental Europe, Africa, Middle-East and
Asia. In February 2018, Sapinda acquired 100% of the shares
of La Perla Global Management (UK) Limited (“La Perla”), the parent
company of La Perla Group, a leading global luxury-fashion brand,
rooted in lingerie. Founded in 1954 by Ada Masotti and now
headquartered in London, La Perla is a global luxury-shopping brand
employing more than 1,500 people in over 150 global locations, with
flagship stores in all key metropolitan cities in America, Europe,
the Middle-East and Asia and with over €140 million in FY2017
revenues.
“We have been looking at the luxury goods sector
for a while and are delighted to have this opportunity to invest in
Naked Brand Group,” said Lars Windhorst, Co-Founder and CEO of
Sapinda. “Since the merger with Bendon, Justin and his team have a
unique opportunity to continue to take the business forward.
We expect to bring synergies across Naked and La Perla in terms of
business intelligence through greater digitalization and shared
knowledge across key product categories. We hope that our strategic
investment, coupled with our expertise through La Perla, will help
Naked to improve its global presence and enhance its position in
the lingerie and swimwear industry,” concluded Windhorst.
About the Proposed Transaction
The proposed transaction contemplates an equity investment by
Sapinda (or its affiliates or designees) in Naked through a private
placement of up to 5,000,000 newly issued ordinary shares of the
Company (the “New Shares”) for a price per share of US$5.00. The
Company will not issue to Sapinda New Shares representing in excess
of 19.99% of the total issued ordinary shares of Naked. The
issuance of the New Shares is expected to occur through a private
placement exempted from registration with the U.S. Securities and
Exchange Commission (“SEC”).
The non-binding term sheet provides for the
Company to file a registration statement with the SEC within 30
days of the closing of the investment for purposes of registering
the New Shares. It further provides that, subject to the limit of
19.99% of the total issued ordinary shares of Naked, the number of
New Shares issued to Sapinda will be increased to the extent the
volume weighted average price per share is lower than $5.00 during
the 90 days after effectiveness of the registration statement. In
addition, so long as Sapinda owns at least 19.0% of the total
issued ordinary shares of Naked, the non-binding term sheet
provides for Sapinda to have the right to designate one member of
Naked’s board of directors.
The execution of the non-binding term sheet for
the investment does not constitute a commitment on the part of
Sapinda to invest in the Company. Such investment is contingent on
the parties agreeing on the terms of a definitive agreement
relating to the investment. There can be no assurance that
the Company will enter into a definitive agreement for the
investment, and even if it does, there can be no assurance that any
necessary approvals for the investment will be obtained and any
conditions to the investment will be satisfied or waived.
Accordingly, there is no assurance that the proposed investment
will ever occur.
This notice is not an offer to sell securities
or the solicitation of an offer to buy securities, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
About Sapinda Holding
B.V.Sapinda Holding B.V. is a privately-owned Principal
Investment holding company, focused on special situation investment
opportunities across continental Europe, Africa, Middle-East and
Asia. It was formed in 2009 by a select number of entrepreneurs and
prominent High-net-worth families seeking exposure to investment
opportunities in special situations. The Sapinda management team is
made up of a hand-picked group of individuals from around the
world, including entrepreneurs, debt and equity financial industry
professionals, each with a broad range of industry experience and
international contacts. The management team is committed to its
growth and has a controlling equity stake and is supported by a
large number of institutional and high net worth investors.
Sapinda Holding B.V. has offices in Amsterdam, London, Berlin
and Hong Kong. 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.
Forward-Looking Statements:
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 the
investment contemplated by the non-binding term sheet, future
financial performance, future growth in our business, trends in our
industry, product innovation 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. Among the key factors that could cause actual
results to differ materially from those expressed or implied in the
forward-looking statements are the following: our ability to enter
into a definitive agreement for, and to close, the investment by
Sapinda; our ability to integrate the operations of Bendon Limited
and Naked Brand Group Inc.; the risk that the projected value
creation and efficiencies from the transaction with Bendon Limited
and Naked Brand Group Inc. will not be realized; difficulties in
maintaining customer, supplier, employee, operational and strategic
relationships; the possibility that a robust market for our shares
may not develop; our ability to raise additional financing; our
ability to anticipate consumer preferences; and the other risks and
uncertainties 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.
Investors Relations: Naked Brand Group Limited
Joel Primus joel@thenakedshop.com
MZ North America Chris Tyson 949-491-8235
chris.tyson@mzgroup.us
Sapinda Media Inquiries:Newgate
Communications LimitedAlistair Kellie or Henry Adefope+44 (0)20
7680 6550Alistair.Kellie@newgatecomms.com
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