Business Context and Reporting Period
This Form 6-K is filed by Naked Brand Group Limited for the month of November 2018. The filing discloses the entry into a Material Definitive Agreement on November 15, 2018, regarding the acquisition of FOH Online Corp. ("FOH").
Key Financial Metrics and Transaction Details
The filing details a proposed acquisition with the following financial structure:
- Total Purchase Price: Approximately USD$18.2 million.
- Debt Forgiveness Component: Approximately USD$9.9 million in debt owed to Bendon Limited by FOH and Cullen Investments Limited will be forgiven.
- Equity Component: Issuance of 3,765,087 ordinary shares of the Company valued at USD$2.20 per share.
- Other Obligations: The Company agreed to satisfy certain obligations regarding claims involving the parties.
The filing does not provide specific revenue, profit, cash flow, or margin data for the reporting period.
Material Changes and Conditions
The primary material change is the execution of the Stock Purchase Agreement to acquire all issued and outstanding shares of FOH. The completion of this acquisition is subject to specific conditions:
- Expiration of the notice period under a notification injunction granted by the High Court of England and Wales affecting one of FOH's shareholders.
- No injunction against the Acquisition being issued.
- Satisfaction or waiver of other customary conditions.
Shares issued as part of the consideration will be held in trust and may be released to Cullen Investments Limited only to the extent not applied in satisfaction of certain claims.
Guidance, Risks, and Contingencies
The filing includes a cautionary note regarding forward-looking statements, noting that actual results may differ materially due to risks identified in the Company's most recent Annual Report on Form 20-F. Specific contingencies include:
- Legal Injunctions: The transaction is contingent on the status of a High Court of England and Wales injunction.
- Share Release: The release of shares to shareholders is contingent on the resolution of claims.
- Registration: The Company agreed to register the shares for resale in the next Form F-1 Registration Statement filed with the SEC.
Investor Verification Checklist
- Verify the status of the notification injunction from the High Court of England and Wales.
- Confirm the resolution of claims involving the parties that affect the release of shares held in trust.
- Review the full Stock Purchase Agreement (Exhibit 2.1) for detailed representations, warranties, and covenants.
- Monitor the filing of the next Form F-1 Registration Statement for the resale registration of the 3,765,087 shares.