Naked Brand Group Limited (NAKD) Signs Definitive Agreement for $100 Million Private Placement

February 25, 2021 8:02 AM EST

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Naked Brand Group Limited (NASDAQ:NAKD) ("Naked" or the "Company"), a global leader in intimate apparel, has signed a definitive agreement for a private placement of restricted ordinary shares and warrants for aggregate gross proceeds of approximately $100 million with accredited investors. Upon the closing of the private placement, the proceeds will be used to develop the Company's technology solutions, increase its existing digital footprint, and pursue accretive acquisitions of existing e-commerce brands and for general corporate purposes. The Company believes its recent capital raising activities accelerates its transition to a pure play e-commerce platform business.

The ordinary shares will be sold at a per share price of $0.93. Each investor also will receive a warrant to purchase 100% of the number of ordinary shares for which it subscribes. The warrants will have an exercise price of $1.13 per share and will expire five years from the date of issuance. The exercise price and number of shares covered by the warrants will be subject to adjustment for stock splits, stock combinations and certain other transactions affecting the share capital as a whole. The warrants will include a cashless exercise provision that allows them to be exercised for a number of shares equal to the Black-Scholes value divided by the closing market price as of two trading days before the exercise date (subject to a floor price as specified in the warrants), where the Black-Scholes value is calculated based on certain specified inputs. Naked also agreed to file a registration statement covering the resale of the ordinary shares sold in the private placement and issuable upon exercise of the warrants on the business day following the closing. In addition, no Investor will be required to purchase securities to the extent that such purchase will result in the Investor beneficially owning in excess of 9.9% of the then issued and outstanding ordinary shares outstanding on the date of the closing.

The private placement is expected to close during the week of March 1, 2021, subject to customary closing conditions, including the review and non-objection by The Nasdaq Stock Market ("Nasdaq"). If the Company does not receive non-objection from Nasdaq by March 6, 2021, the market price of Ordinary Shares closes below $0.618, or the closing does not occur on or prior to March 17, 2021, the Investors have the right to terminate the definitive agreement.

"This additional capital will further transform our balance sheet and now with $200 million in cash and no debt, this uniquely positions Naked to pursue strategic acquisitions that provide accretive value to shareholders," said Justin Davis-Rice, Chief Executive Officer of Naked Brand Group Limited. "I am also happy to report that our Bendon subsidiary divestment is on track and we expect to close that in early 2021, subject to the receipt of shareholder approval. Our strong balance sheet further solidifies the opportunity to be a conduit for industry consolidation, we will seek to invest in next generation technology and successful online trading operations that will enable our customers to access and experience the best brands using world class technology solutions. Our transition to a pure-play, technology-rich e-commerce platform focused on intimate apparel with our existing digital business, FOH Online, continues," concluded Davis-Rice.

The securities to be sold in the private placement have not been registered under the Securities Act of 1933, as amended, or state securities laws as of the time of issuance and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements.

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