Naked Brand Group Limited Announces Term Sheet for $25 Million Strategic Investment from Sapinda Holding B.V.

SYDNEY — August 28, 2018 —  Naked Brand Group Ltd. has entered into a non-binding term sheet to receive a $25 million strategic investment from Sapinda Holding B.V., a 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, CEO, Naked Brand Group. “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 perecent of the shares of La Perla Global Management (UK) Ltd., 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 euros 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 for a price per share of $5.00. The Company will not issue to Sapinda New Shares representing in excess of 19.99 percent 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 percent 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 percent 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.

Posted August 28, 2018

Source Naked Brand Group Limited