Filed Pursuant to Rule 433 of the Securities Act of 1933
Issuer Free Writing Prospectus dated November 24, 2021
Registration No. 333-256258

Naked
Brand Group Limited Announces December 21, 2021 Extraordinary
General Meeting to Approve Acquisition of Cenntro Automotive
Group
Extraordinary
General Meeting of Naked Brand Group Shareholders to Approve the
Proposed Acquisition of Cenntro Automotive Group Will be Held on
10:00am (AEDT), Tuesday, December 21, 2021 / 6:00pm (EST), Monday,
December 20, 2021
Shareholders,
as of the Close of Business on the Record Date of 10:00am (AEDT),
Tuesday, December 21, 2021 / 6:00pm (EST), Monday, December 20,
2021, are Encouraged to Vote Their Shares.
Naked
Brand Group Non-Executive Directors Recommend Shareholders Vote
“FOR” the Transaction Resolutions at the Extraordinary General
Meeting.
For
More Information, Naked Brand Group Shareholders Are Encouraged to
Carefully Read the Entire Notice of Extraordinary General Meeting
Filed in Connection with the Proposed Acquisition.
SYDNEY,
AUSTRALIA and FREEHOLD, NJ - November 24, 2021 - Naked Brand
Group Limited (ACN 619 054 938) (NASDAQ: NAKD) (“Naked” or the
“Company”) today announced that the extraordinary general meeting
of shareholders (the “Extraordinary General Meeting”) to approve
the acquisition of Cenntro Automotive Group (“Cenntro”), a
commercial EV technology company, is scheduled to be held on
10:00am (AEDT), Tuesday, December 21, 2021 / 6:00pm (EST), Monday,
December 20, 2021. The Extraordinary General Meeting will be held
in person at BDO Sydney, Level 11, 1 Margaret Street, Sydney NSW
2000, Australia.
Holders
of Naked’s shares at the record date of 10:00am (AEDT), Tuesday,
December 21, 2021 / 6:00pm (EST), Monday, December 20, 2021 are
entitled to notice of the Extraordinary General Meeting and to vote
by proxy or in person at the Extraordinary General
Meeting.
Naked
has filed the Notice of Extraordinary General Meeting relating to
its acquisition of Cenntro (the “Notice”) with the U.S. Securities
and Exchange Commission (the “SEC”) and will begin mailing it or a
Notice of Availability of Proxy Materials to shareholders around
November 26, 2021 (EST). The applicable notice is being mailed to
Naked shareholders of record as of the close of business on
November 17, 2021.
Shareholders
will be able to submit a question in advance of the meeting via
email or mail to the Company, or live during the meeting if
attending in person. If the transaction resolutions at the
Extraordinary General Meeting are approved, the parties anticipate
that the acquisition of Cenntro will close shortly thereafter,
subject to the satisfaction or waiver, as applicable, of all other
closing conditions.
Every
shareholder’s vote matters, regardless of the number of shares
held. Accordingly, Naked encourages shareholders to vote by
submitting their proxies as soon as possible and by no later than
10:00am (AEDT) on Sunday, December 19, 2021/6:00pm (EST) on
Saturday, December 18, 2021, to ensure that the shareholder’s
shares will be represented at the Extraordinary General Meeting.
Proxies may be submitted by internet or mail. Votes submitted by
mail must be received by 10:00am (AEDT) on Sunday, December 19,
2021/6:00pm (EST) on Saturday, December 18, 2021. Additional
instructions may be found in the Notice and on the proxy card.
Naked’s non-executive directors recommend that shareholders vote
“FOR” the acquisition of Cenntro and the other transaction
resolutions at the Extraordinary General Meeting. Shareholders who
hold shares in “street name” (i.e., those shareholders whose shares
are held of record by a broker, bank, or other nominee) should
contact their broker, bank, or nominee to ensure that their shares
are voted.

The
Extraordinary General Meeting materials, including the Notice, will
be available at our corporate website, ir.nakedbrands.com.
Shareholders may also obtain a copy of these materials and the
proxy card, free of charge, by contacting Continental Proxy
Services by mail at 1 State Street, New York NY 10004, by email at
proxy@continentalstock.com including the Company name and the
shareholder’s control number in the subject line, or by logging on
to www.cstproxy.com/nakedbrands/egm2021.
Naked
recently hosted a webcast on Monday, November 8, 2021, to discuss
the proposed acquisition of Cenntro. Mr. Davis-Rice, Mr. Wang and
Cenntro Automotive Group Executive Vice President and Chief
Marketing Officer Marianne McInerney hosted the webcast. A link to
the webcast of the presentation is available on the Naked investor
relations website here.
Transaction
Overview
The
shareholders of Naked immediately after the conclusion of the
acquisition of Cenntro 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, the
combined group is expected to have $282 million in cash, inclusive
of the $30 million loan described below.
Naked
has also provided Cenntro a $30 million secured loan to provide
additional working capital to meet its substantial backlog pending
closing of the proposed acquisition of Cenntro.
The
boards of directors of both Naked and Cenntro’s parent have
unanimously approved entry into the Proposed Transaction. The
Proposed Transaction remains subject to approval by Nasdaq 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 (inclusive of the $30 million Cenntro loan). On
November 10, 2021, the draft Notice of Meeting was lodged with ASIC
(an Australian regulatory body) in accordance with ASIC regulatory
guidance which requires the draft to be lodged at least 14 days
prior to despatch.
The
Company has entered into an equity distribution agreement with
Maxim Group LLC and has completed a private placement of ordinary
shares and warrants to finance any shortfall to meet 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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