Report of Foreign Issuer (6-k)
December 20 2019 - 8:01AM
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: December 2019
Commission
File Number: 001-38544
NAKED
BRAND GROUP LIMITED
(Translation
of registrant’s name into English)
c/o
Bendon Limited, Building 7C, Huntley Street, Alexandria, NSW 2015, Australia
(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-___________.
Item
3.03 Material Modification to Rights of Security Holders.
As
previously announced, on December 16, 2019 the shareholders of Naked Brand Group Limited, an Australian company (the “Company”),
approved a 1-for-100 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding ordinary
shares. The Reverse Split became effective as of December 20, 2019, and the Company’s ordinary shares will begin trading
on a post-split basis at market open on such date.
As
a result of the Reverse Split, every one hundred issued and outstanding ordinary shares of the Company were combined into one
ordinary share, and the number of outstanding ordinary shares was reduced from 330,403,058 to approximately 3,304,031 without
any further action by shareholders. Fractional shares are being rounded up to the nearest whole share. A proportionate adjustment
will be made to the number of shares issuable under the Company’s issued and outstanding warrants and convertible notes
pursuant to their terms.
The
Company’s transfer agent, Continental Stock Transfer & Trust Company (“CST”), is acting as the exchange
agent for the Reverse Split and will send a notice to shareholders of record, along with instructions for shareholders of record
that wish to surrender their certificates and receive post-Reverse Split shares in book-entry form. Holders of certificates for
shares of Naked Brand Group Inc., which, as a result of the merger consummated with a subsidiary of the Company in June 2018,
represent the right to receive ordinary shares of the Company in accordance with the applicable merger agreement, may also surrender
their certificates and receive post-Reverse Split shares in book-entry form.
The information
contained in this Form 6-K shall be incorporated by reference in the Company’s registration statements on Form F-3 (File
Nos. 333- 226192, 333-230757 and 333-232229) and the prospectuses included therein.
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:
December 20, 2019
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NAKED
BRAND GROUP LIMITED
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By:
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/s/
Justin Davis-Rice
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Name:
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Justin
Davis-Rice
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Title:
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Executive
Chairman
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