Naked’s CEO Justin Davis-Rice and Largest
Institutional Shareholder Participate to Strengthen the Company’s
Financial Position
Naked Brand Group Limited (NASDAQ: NAKD), a global
leader in intimate apparel and swimwear (“Naked” or the “Company”),
has closed a private placement of ordinary shares and warrants for
aggregate gross proceeds of approximately $3.4 million with two
accredited investors, including the Naked CEO, Justin Davis-Rice,
and the company’s largest institutional shareholder, Armistice
Capital.
The ordinary shares were sold at a per share
price of $1.55 pursuant to a subscription agreement with each
investor. Each investor also received a warrant to purchase 100% of
the number of ordinary shares for which it subscribed. The warrants
have an exercise price of $1.55 per share and will expire three
years from the date of issuance. The exercise price and number of
shares covered by the warrants are subject to adjustment for stock
splits, stock combinations and certain other transactions affecting
the share capital as a whole, and the exercise price is subject to
adjustment for subsequent equity issuances within 90 days of the
closing. 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 within 45 days
after the closing. Naked intends to use the proceeds from the
private placement and any cash exercise of the warrants for working
capital and general corporate purposes.
“Our continued investment in Naked reflects our
confidence in the company’s ability to exploit its under-leveraged
operating infrastructure with its global flagship, heritage and
mass market brands in addition to synergistic eCommerce targets in
the United States,” commented Steven Boyd, Chief Investment Officer
of Armistice Capital. “Over time, we believe Naked shares will
start to reflect the turnaround that has taken place in the last
twelve months.
“From a macro perspective, we continue to see
compelling acquisition multiples for similar direct-to-consumer and
eCommerce companies around the globe that exhibit similar financial
profiles as Naked Brand Group Limited,” concluded Boyd.
“This additional capital strengthens our balance
sheet and will support a number of near-term objectives,” said
Justin Davis-Rice, Chief Executive Officer of Naked Brand Group
Limited. “We appreciate the support of our existing shareholders
and the confidence this additional investment conveys in our
business,” concluded Davis-Rice.
The securities 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.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy the securities, nor
shall there be any sale of the securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of such state or jurisdiction. Any offering of the
securities under the resale registration statement will only be by
means of a prospectus.
Further details regarding this private placement
can be found in Naked Brand Group Limited’s Current Report on Form
6-K to be filed with the Securities and Exchange Commission or the
investor relations section of the Company’s website here.
About Naked Brand Group LimitedNaked Brand Group
Limited (NASDAQ: NAKD) is a leading intimate apparel and swimwear
company with a diverse portfolio of brands. The company designs,
manufactures and markets a portfolio of 11 company-owned and
licensed brands, catering to a broad cross-section of consumers and
market segments. Brands include Naked, Bendon, Bendon Man,
Davenport, Fayreform, Hickory, Lovable, Pleasure State, Heidi Klum
Intimates, Heidi Klum Man, Heidi Klum Swim. Naked Brand Group
Limited products are available in 44 countries worldwide through
6,000 retail doors, a growing network of E-commerce sites and 61
company-owned Bendon retail and outlet stores in Australia and New
Zealand. Brands are distributed through premier department stores,
specialty stores, independent boutiques and third-party e-commerce
sites globally, including Macy’s, Nordstrom, Saks Fifth Avenue,
Harrods, Selfridges, Amazon and ASOS among others. For more
information please visit www.nakedbrands.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 future or projected financial performance, annualized
financial performance, future growth in our business, trends in our
industry, product innovation, acquisition synergies and
efficiencies, and operational expansion. 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. The risks
and uncertainties are set forth under “Risk Factors” in our Annual
Report on Form 20-F for the fiscal year ended January 31, 2018.
Further, investors should keep in mind that our revenue and profits
can fluctuate materially depending on many factors. Accordingly,
our revenue and profits in any particular fiscal period may not be
indicative of future results. 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
Joel PrimusNaked Brand Group Limitedjoel@thenakedshop.com
Chris TysonMZ North
Americachris.tyson@mzgroup.us949-491-8235
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