Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
April 23 2021 - 9:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of: April 2021
Commission
File Number: 001-38544
NAKED
BRAND GROUP LIMITED
(Translation
of registrant’s name into English)
c/o
Bendon Limited, 8 Airpark Drive, Airport Oaks, Auckland 2022, New Zealand
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F [X] Form
40-F [ ]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate
by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X]
If
“Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___________.
Submission
of Matters to a Vote of Security Holders.
On
January 21, 2021, Naked Brands Group Limited (the “Company”) announced its plans to undertake a transformative restructure
in which it will dispose of its bricks-and-mortar operations in order to focus exclusively on its e-commerce business. To that end, the
Company signed a non-binding and non-exclusive term sheet to divest itself of its Bendon Limited (“Bendon”) subsidiary,
to a group composed of existing management of the Company, including Justin Davis-Rice, the Executive Chairman and Chief Executive Officer
of the Company, and Anna Johnson, the Chief Executive Officer of Bendon. The Company proposes to sign a conditional share sale agreement
for the sale of all of the issued share capital in Bendon to the management group (the “Proposed Transaction”).
At
10:00 a.m. Sydney time on April 23, 2021 (8:00 p.m. New York time on April 22, 2021), the Company held an Extraordinary
General Meeting of Shareholders (the “EGM”). Under the Company’s constitution and Australian law, a quorum
was present. The sole item of business considered by the Company’s shareholders at the EGM was a proposal to consider the
following ordinary resolution: “That for the purpose of section 208 of the Corporations Act 2001 (Cth) and for all other
purposes, the giving of financial benefits to related parties of the Company in connection with the Proposed Transaction as set
out in the Explanatory Memorandum is approved.”
A
preliminary tabulation of votes cast for and against the proposal, as well as the number of abstentions and broker non-votes with respect
to the proposal, is as follows:
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Vote
|
114,110,220
|
|
1,974,307
|
|
702,168
|
|
—
|
The
Company will disclose the final tabulation of the votes cast for and against the proposal promptly after they become available.
On
April 23, 2021, the Company issued a press release announcing the results of the EGM. The press release is attached to this report as
an exhibit and is incorporated herein by reference.
The
information contained in this Form 6-K, including the exhibits hereto, shall be incorporated by reference in the Company’s registration
statements on Form F-3 and F-1 (File Nos. 333-226192, 333-230757, 333-232229, 333-235801, 333-243751, 333-249490, 333-249547 and 333-254245)
and the prospectuses included therein.
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
April 23, 2021
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NAKED
BRAND GROUP LIMITED
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By:
|
/s/
Justin Davis-Rice
|
|
Name:
|
Justin
Davis-Rice
|
|
Title:
|
Executive
Chairman and Chief Executive Officer
|
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