Filed
Pursuant to Rule 433 of the Securities Act of 1933
Issuer
Free Writing Prospectus dated November 8, 2021
Registration
No. 333-256258

Naked
Brand Group and Privately-Held Cenntro Automotive Group, a Leading
Commercial-Stage EV Technology Company, Announce Definitive Stock
for Stock Acquisition Agreement
Cenntro
Automotive Group is an early pioneer in Artificial Intelligent (AI)
Autonomous Driving and a leading designer and manufacturer of
electric light and medium-duty commercial vehicles
(“ECV”).
Cenntro
has sold and delivered more Commercial Electric Vehicles than any
other EV company; Customers are estimated to have traveled more
than 20 million miles in 26 Countries in Cenntro
EVs.
Cenntro
Expects 2021 Revenue of $25.3 million with over 1,500 vehicle
sales, $506 million on 21,500 vehicle sales in 2022 and $2.1
billion on 74,800 vehicle sales in 2023.
Cenntro
Automotive’s purpose-built ECVs are designed for serving a variety
of corporate fleet and municipal organizations in support of city
services, last-mile delivery and other commercial
applications.
Cenntro
Automotive’s cutting-edge technological research and development
capabilities and IP include vehicle design, digital component
development, vehicle control software, and “smart” driving putting
Cenntro at the forefront of the technology transformation of the
ECV market.
Upon
closing of this Transaction, the combined company is expected to
have $282 million in cash.
Transaction is expected to close by year end of
2021.
Companies
to hold Webcast at 6:00 pm Eastern Time today to discuss
transaction
SYDNEY,
AUSTRALIA and FREEHOLD, NJ — November 8, 2021 — Naked Brand
Group Limited (NASDAQ:NAKD) (“Naked” or the “Company”)
and privately-held Cenntro Automotive Group, Inc. (“Cenntro”),
today announced that the companies have entered into a definitive
agreement under which Naked will acquire the outstanding stock in
three entities comprising Cenntro Automotive Group (“Cenntro”), a
commercial EV technology company with advanced market-validated
commercial vehicles and autonomous driving technologies in a Stock
for Stock Acquisition Agreement (the “Transaction”). Upon
completion of the Transaction, the Company is expected to change
its name to Cenntro Automotive Group (CAG). The Company expects to
retain its Nasdaq listing and ticker symbol “NAKD”.

Founded
in 2013, Cenntro has produced and delivered over 3,300 commercial
electric vehicles, more commercial electric vehicles than any other
EV manufacturer. Its scalable, decentralized production model
allows it to grow production without many of the associated
infrastructure costs incurred by other EV companies. It expects
significant growth over the next five years, with EV sales forecast
to reach $2.1 billion by 2023. The company expects to generate 2021
revenue of $25.3 million on sales of 1,500 vehicles, 2022 revenue
of $506 million on sales of 21,500 vehicles and 2023 sales of
74,800 vehicles. Cenntro has excellent visibility into future
revenue through a strong backlog of orders. The company plans to
scale production in January 2022, through new facilities both in
Jacksonville, Florida and Dusseldorf, Germany.
Cenntro
has a strong technology backbone, with over 238 patents issued to
protect its intellectual property. Since 2013, it has made
substantial investments in developing its technology. Cenntro’s Advanced System on
Chip (SOC) technology differentiates it from competitors with its
iPhone-like functions that enable autonomous driving applications
to be integrated with Cenntro’s iChassis. Cenntro Automotive
Group’s unique SOC and IP puts it at the forefront of the global
commercial EV industry. Additional information on Cenntro can be
found on its website www.cenntroauto.com.
Under
the agreement, Naked will issue shareholders of CAG a number of
shares so that, upon the completion of the Transaction, which is
expected to occur prior to year-end, Cenntro shareholders will own
approximately 70% of the combined entity on a fully-diluted basis.
The closing of the Transaction is subject to customary closing
conditions, including approval by Nasdaq, ASIC (an Australian
regulatory body) and the shareholders of the Company and Cenntro’s
parent. In addition, the Company is required to have US$282 million
in cash immediately prior to the closing. There can be no assurance
that the conditions to closing the Transaction will be satisfied or
waived. Accordingly, there can be no assurance that the Transaction
will be completed.
Upon
closing of the Transaction, the majority of the Board will be
appointed by Cenntro. Naked Brand Group Chairman and Chief
Executive Officer Justin Davis-Rice and Non-Executive Director
Simon Tripp will remain on the board of the combined company. In
connection with the Transaction, the Company intends to divest its
FOH Online business.
“After
assessing numerous companies with promising, innovative
technologies, we believe Cenntro offers the most compelling
opportunity, as it not only has unique commercial EV technology,
but has proven that it has been able to manufacture and deliver
growing numbers of commercial electric vehicles that are being used
by many of the leading consumer companies,” said Justin Davis-Rice,
Chairman and Chief Executive Officer of Naked Brand Group.
“Together with Cenntro’s outstanding vehicle pipeline, I believe
the combined company will give our shareholders the opportunity to
participate in a company that has reached an inflection point in
its development that together with the Naked Brand Group balance
sheet, will produce tremendous growth.”
“We
looked at many options for going public,” said Peter Wang,
Cenntro’s Chairman and Chief Executive Officer. “While we
confidentially submitted a draft S-1 to go public via an IPO, we
came to believe that Naked allowed us to go public faster,
providing the working capital to support our substantial backlog.
However, beyond capital, we felt the opportunity to gain such a
loyal and enthusiastic shareholder base, such as the “Naked Army”
and its other shareholders, was something that no IPO could
achieve. We look forward to sharing many exciting developments in
the coming months as we scale our deliveries.”

Webcast Details
Mr. Davis-Rice, Mr.
Wang and Cenntro Automotive Group Executive Vice President and
Chief Marketing Officer Marianne McInerney will host the webcast.
The webcast will be accompanied by a presentation, which can be
viewed during the webcast or accessed via the investor relations
section of Naked Brand Group’s website here.
To access the webcast, please use the following
information:
Date: |
Monday,
November 8, 2021 |
Time: |
6:00
p.m. EST, 3:00 p.m. PST |
Conference
ID: |
13725050 |
If
you have difficulty connecting to the webcast, please contact MZ
Group at +1 (949) 491-8235.
The webcast will be broadcast live and available for replay at
https://78449.themediaframe.com/dataconf/productusers/nkd/mediaframe/47373/indexl.html
and via the investor relations section of Naked
Brand Group’ website here.
Transaction
Overview
The
shareholders of Naked immediately after the conclusion of the
Transaction will own approximately 30% of the combined company, and
the shareholders of Cenntro’s parent will own approximately 70%, on
a fully diluted basis. Upon closing of this Transaction, the
combined company is expected to have $282 million in
cash.
Naked
Brand Group has also provided Cenntro a $30 million secured loan to
provide additional working capital to meet its substantial backlog
during the pendency of the Transaction.
The
boards of directors of both Naked Brand Group and Cenntro have
unanimously approved the Transaction. The Transaction remains
subject to approval by Nasdaq, ASIC (an Australian regulatory
body), and the shareholders of the Company and Cenntro’s parent,
and to the Company having at least US$282 million in cash
immediately prior to the closing.
The
Company has entered into an equity distribution agreement with
Maxim Group LLC and signed a definitive agreement for a private
placement of ordinary shares and warrants to finance the minimum
cash requirement.
The
Company has filed a registration statement (including a prospectus)
with the SEC and is filing a prospectus supplement for the offering
contemplated by the equity distribution agreement. Before you
invest, you should read the prospectus in that registration
statement, including the prospectus supplement, and other documents
the issuer has filed with the SEC for more complete information
about the issuer and this offering. You may get these documents for
free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the issuer or the agent for the offering will
arrange to send you the prospectus if you request it by e-mailing
syndicate@maximgrp.com.
Please
refer to the Company’s Form 6-K filed with the Securities and
Exchange Commission (SEC) for additional information available at
www.sec.gov and on the Company’s investor relations website
at ir.nakedbrands.com.
About
Naked Brand Group Limited
Naked
Brand Group Limited (NASDAQ: NAKD) is a leading e-commerce business
in intimate apparel. The company is the exclusive seller and
marketer of renowned intimate apparel brand Fredericks of Hollywood
via its online store www.fredericks.com. For more
information about the company, please visit
www.nakedbrands.com.

About
Cenntro Automotive Group:
A
commercial EV technology company with advanced, market-validated
commercial vehicles. Cenntro leads transformation in the auto
industry through scalable, decentralized production and fully
digitalized autonomous driving solutions empowered by the Cenntro
iChassis. Cenntro has sold and delivered 3300 commercial EV in more
than 26 countries as of Dec 2020. For more information about the
company, please visit www.cenntroauto.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 deployment of capital and future
acquisitions. 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
inability to consummate the proposed Transaction, including
due to the failure to satisfy any closing conditions that are set
forth in the definitive agreement; our ability to successfully
integrate the operations of the acquired business and to maximize
expected synergies; our ability to realize the expected benefits of
the proposed Transaction; and other risks and uncertainties set
forth under “Risk Factors’’ in our Annual Report on Form 20-F for
the fiscal year ended January 31, 2021 and in our other filings
with the Securities and Exchange Commission. 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.
Investor
Contact:
Chris
Tyson
MZ
North America
chris.tyson@mzgroup.us
949-491-8235
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