8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 31, 2017

Naked Brand Group Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-37662	99-0369814
(State or other	(Commission	(IRS Employer
jurisdiction of incorporation)	File Number)	Identification No.)

10^th Floor – 95 Madison Avenue, New York, NY 10016

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code 212.851.8050

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On January 31, 2017, Naked Brand Group Inc. (“Naked”) will be giving an investor presentation at NobleCon Thirteen, the official conference of NOBLE Capital Markets, Inc. The investor presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Additional Information and Where to Find It

The investor presentation does not constitute the solicitation of any vote or approval. On January 18, 2017, Naked announced that it had entered into a letter of intent (“LOI”) with Bendon Limited (“Bendon”), for a proposed merger of the companies (the “Merger”). Completion of the Merger is subject to the negotiation of a definitive merger agreement (the “Merger Agreement”) between the parties, satisfaction of the conditions negotiated therein and approval of the Merger by Naked’s stockholders. Accordingly, there can be no assurance that a Merger Agreement will be entered into or that the proposed Merger will be consummated. Further, those portions of the previously announced LOI that described the proposed Merger, including the consideration to be issued therein, is non-binding. Assuming Naked and Bendon enter into the Merger Agreement, the parties will look to seek shareholder approval from Naked’s shareholders. In connection therewith, Naked intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a definitive proxy statement. Such documents are not currently available. Before making any voting or investment decision with respect to the Merger, investors and security holders of Naked are urged to read the definitive proxy statement and the other relevant materials filed or to be filed with the SEC carefully and in their entirety when they become available because they will contain important information about Naked, Bendon and the proposed Merger. The definitive proxy statement and other relevant materials (when they become available), and any other documents filed by Naked with the SEC, may be obtained free of charge at the SEC web site at www.sec.gov. In addition, investors and security holders of Naked may obtain free copies of the documents filed with the SEC by Naked by directing a written request to: Naked Brand Group Inc., 95 Madison Avenue, 10th Floor, New York, New York 10016, Attention: Investor Relations.

This Current Report on Form 8-K and the investor presentation furnished as an exhibit hereto shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any 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 any such jurisdiction.

Participants in the Solicitation

Naked and its directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Naked in connection with the proposed Merger. Information regarding the participants in the proxy solicitation of the stockholders of Naked and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement regarding the proposed Merger and other relevant materials to be filed with the SEC by Naked when they become available. Additional information regarding the directors and executive officers of Naked is also included in Naked’s Annual Report on Form 10-K for the year ended January 31, 2016, and the proxy statement for Naked’s 2016 Annual Meeting of Stockholders. These documents are available free of charge at the SEC’s web site (www.sec.gov) and from Investor Relations at Naked at the address described above.

Note About Financial Information

Certain of Bendon’s financial information contained in the investor presentation is unaudited and/or was prepared by Bendon as a private company and do not necessarily conform to Regulation S-X. Accordingly, such financial information will be adjusted and presented differently in Naked’s filings with the SEC.

Additionally, certain financial projections of Bendon contained in the investor presentation, such as those relating to revenue and gross margins on net sales, are forward-looking statements (see note below on forward-looking statements) that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Bendon’s control. There will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in the investor presentation. The inclusion of the projections in the investor presentation should not be regarded as an indication that Bendon or its representatives considered or consider the projections to be a reliable prediction of future events, and reliance should not be placed on the projections.

Bendon has not warranted the accuracy, reliability, appropriateness or completeness of the projections to anyone, including to Naked. Neither Bendon’s management nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of Bendon compared to the information contained in the projections, and none of them intends to or undertakes any obligation to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the projections are shown to be in error. Accordingly, they should not be looked upon as “guidance” of any sort.

Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K and in the investor presentation, other than purely historical information, including estimates, projections and statements relating to Naked’s, Bendon’s and/or the combined company’s business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in or incorporated by reference into this Current Report on Form 8-K and/or the investor presentation regarding strategy, future operations, future financial position, future revenue, projected expenses, prospects, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to the structure, timing and completion of the proposed Merger; Naked’s continued listing on the NASDAQ Capital Market until closing of the proposed Merger; the combined company’s listing on the NASDAQ Capital Market after closing of the proposed Merger; when Naked expects to seek shareholder approval of the Merger; expectations regarding the capitalization, resources and ownership structure of the combined company; the adequacy of the combined company’s capital to support its future operations; Naked’s, Bendon’s and combined company’s plans, objectives, expectations and intentions; the nature, strategy and focus of the combined company; anticipated growth rates; potential future acquisitions; the executive and board structure of the combined company; and expectations regarding voting by Naked’s stockholders. Naked and/or Bendon may not actually achieve the plans, carry out the intentions or meet the expectations disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, risks and uncertainties associated with stockholder approval of and the ability to consummate the proposed Merger through the process being conducted by Naked and Bendon, the ability of Naked to enter into a definitive agreement regarding the Merger and to consummate such transaction, the ability to project future cash utilization and reserves needed for contingent future liabilities and business operations, the availability of sufficient resources of the combined company to meet its business objectives and operational requirements, the ability to realize the expected synergies or savings from the proposed Merger in the amounts or in the timeframe anticipated, the risk that competing offers or acquisition proposals will be made, the ability to integrate Naked’s and Bendon’s businesses in a timely and cost-efficient manner, the inherent uncertainty associated with financial projections, and the potential impact of the announcement or closing of the proposed Merger on customer, supplier, employee and other relationships. Naked disclaims any intent or obligation to update these forward-looking statements to reflect events or circumstances that exist after the date on which they were made.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Investor Presentation, dated January 31, 2017.

SIGNATURES

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.

NAKED BRAND GROUP INC.
By:	/s/ Joel Primus
Joel Primus
President

Date: January 31, 2017

EXHIBIT INDEX

Exhibit No.	Description
99.1	Investor Presentation, dated January 31, 2017.

EX-99.1

Exhibit 99.1

 

NobleCon13 JANUARY 2017

 

Additional Information and Where to Find It This investor presentation does not constitute the solicitation of any vote or approval. On January 18, 2017, Naked Brand Group Inc. (“Naked”) announced that it had entered into a letter of intent (“LOI”) with Bendon Limited (“Bendon”), for a proposed merger of the companies (the “Merger”). Completion of the Merger is subject to the negotiation of a definitive merger agreement (the “Merger Agreement”) between the parties, satisfaction of the conditions negotiated therein and approval of the Merger by Naked’s stockholders. Accordingly, there can be no assurance that a Merger Agreement will be entered into or that the proposed Merger will be consummated. Further, those portions of the previously announced LOI that described the proposed Merger, including the consideration to be issued therein, is non-binding. Assuming Naked and Bendon enter into the Merger Agreement, the parties will look to seek shareholder approval from Naked’s shareholders. In connection therewith, Naked intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a definitive proxy statement. Such documents are not currently available. Before making any voting or investment decision with respect to the Merger, investors and security holders of Naked are urged to read the definitive proxy statement and the other relevant materials filed or to be filed with the SEC carefully and in their entirety when they become available because they will contain important information about Naked, Bendon and the proposed Merger. The definitive proxy statement and other relevant materials (when they become available), and any other documents filed by Naked with the SEC, may be obtained free of charge at the SEC web site at www.sec.gov. In addition, investors and security holders of Naked may obtain free copies of the documents filed with the SEC by Naked by directing a written request to: Naked Brand Group Inc., 95 Madison Avenue, 10th Floor, New York, New York 10016, Attention: Investor Relations. This investor presentation shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any 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 any such jurisdiction. Participants in the Solicitation Naked and its directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Naked in connection with the proposed Merger. Information regarding the participants in the proxy solicitation of the stockholders of Naked and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement regarding the proposed Merger and other relevant materials to be filed with the SEC by Naked when they become available. Additional information regarding the directors and executive officers of Naked is also included in Naked’s Annual Report on Form 10-K for the year ended January 31, 2016 and the proxy statement for Naked’s 2016 Annual Meeting of Stockholders. These documents are available free of charge at the SEC’s web site (www.sec.gov) and from Investor Relations at Naked at the address described above. Note About Financial Information Certain of Bendon’s financial information contained in this investor presentation is unaudited and/or was prepared by Bendon as a private company and do not necessarily conform to Regulation S-X. Accordingly, such financial information will be adjusted and presented differently in Naked’s filings with the SEC. Additionally, certain financial projections of Bendon contained in this investor presentation, such as those relating to revenue and gross margins on net sales, are forward-looking statements (see note below on forward-looking statements) that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Bendon’s control. There will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in this investor presentation. The inclusion of the projections in this investor presentation should not be regarded as an indication that Bendon or its representatives considered or consider the projections to be a reliable prediction of future events, and reliance should not be placed on the projections. Bendon has not warranted the accuracy, reliability, appropriateness or completeness of the projections to anyone, including to Naked. Neither Bendon’s management nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of Bendon compared to the information contained in the projections, and none of them intends to or undertakes any obligation to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the projections are shown to be in error. Accordingly, they should not be looked upon as “guidance” of any sort. Forward-Looking Statements Certain statements contained in this investor presentation, other than purely historical information, including estimates, projections and statements relating to Naked’s, Bendon’s and/or the combined company’s business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in or incorporated by reference into this investor presentation regarding strategy, future operations, future financial position, future revenue, projected expenses, prospects, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to the structure, timing and completion of the proposed Merger; Naked’s continued listing on the NASDAQ Capital Market until closing of the proposed Merger; the combined company’s listing on the NASDAQ Capital Market after closing of the proposed Merger; when Naked expects to seek shareholder approval of the Merger; expectations regarding the capitalization, resources and ownership structure of the combined company; the adequacy of the combined company’s capital to support its future operations; Naked’s, Bendon’s and combined company’s plans, objectives, expectations and intentions; the nature, strategy and focus of the combined company; anticipated growth rates; potential future acquisitions; the executive and board structure of the combined company; and expectations regarding voting by Naked’s stockholders. Naked and/or Bendon may not actually achieve the plans, carry out the intentions or meet the expectations disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, risks and uncertainties associated with stockholder approval of and the ability to consummate the proposed Merger through the process being conducted by Naked and Bendon, the ability of Naked to enter into a definitive agreement regarding the Merger and to consummate such transaction, the ability to project future cash utilization and reserves needed for contingent future liabilities and business operations, the availability of sufficient resources of the combined company to meet its business objectives and operational requirements, the ability to realize the expected synergies or savings from the proposed Merger in the amounts or in the timeframe anticipated, the risk that competing offers or acquisition proposals will be made, the ability to integrate Naked’s and Bendon’s businesses in a timely and cost-efficient manner, the inherent uncertainty associated with financial projections, and the potential impact of the announcement or closing of the proposed Merger on customer, supplier, employee and other relationships. Naked disclaims any intent or obligation to update these forward-looking statements to reflect events or circumstances that exist after the date on which they were made. FORWARD LOOKING STATEMENTS

 

WE LOVE TALKING ABOUT OUR UNDERWEAR, AND SO WILL YOU. • Global intimate apparel market, currently a ~$82 billion market1, is expected to grow at a CAGR of 17%2 to 2020 • Unlike other consumer products, the intimate apparel market has emerged relatively unscathed through down-turns in global economies • Trend from just innerwear to intimates as outerwear is increasing demand and the average number of products per consumer • In the last few years, there has been an influx of smaller players enabled by e-commerce. Now highly fragmented, the intimates apparel market is entering a consolidation phase Footnote: 1. Statista 2017 2. Research and Markets Report, April 2016 THE WORLD OF INTIMATE APPAREL PAGE 3

 

• Founded in 2010, Men’s and Women’s innerwear and lifestyle brand based in New York • Renowned for pioneering products developed using innovative second-skin, seam-free and silver-infused fabrics • Distributed through major department stores throughout the United States • Recently entered exclusive partnership with Home Shopping Network (HSN) • Led by a team of industry veterans, including Carole Hochman PAGE 4

 

PAGE 5 • 70 year history deeply rooted in innovation; Bendon’s founder pioneered lingerie that wouldn’t force women’s bodies into restrictive corsetry but would bend on women’s bodies • Put Australasian lingerie on the world map, competing on par with leading global brands • Inclusive of global brand Heidi Klum Intimates, portfolio of eight company owned brands and three licensed brands • Global distribution and operations platform, capable of supporting future acquisitions • Led by highly accomplished Executive team

 

PAGE 6 PROPOSED MERGER • On 13 January 2017, Naked Brand Group Inc. entered into a Letter of Intent with Bendon Limited for a proposed merger of the companies • Assuming Naked and Bendon entered into a Merger Agreement, the parties expect to seek approval from Naked’s shareholders in the first quarter of 2017, subject to SEC review • Justin Davis-Rice, Chairman of Bendon, joined Naked’s Board of Directors on 13 January 2017. Concurrent with the completion of the proposed Merger, Carole Hochman would retain a seat on the Board of the combined company and become Chief Creative Officer of the merged company • The merger is expected to have several significant benefits to the merged group

 

[NASDAQ: NAKD]

 

NAKED / COMPANY HIGHLIGHTS • For the third quarter, net sales grew 74% as compared to last year, to $551,494 including e-commerce growth of 19% • For the 9 months ended 31 October 2016, net sales increased by 38%, to $1,292,132 driven by: –– Expansion into new department stores including: Bloomingdale’s, Saks Fifth Avenue, Chico’s and Dillard’s –– Increased penetration in existing doors: MEN’S: Bloomingdale’s WOMEN’S: Bloomingdale’s, Dillard’s and Chico’s –– E-commerce growth of 51% –– Expansion into Amazon PAGE 8

 

DWAYNE X NAKED • Exclusive endorsement with Dwayne Wade to promote Naked brand and spearhead Naked Truth campaign • Dwayne has a social media following across key platforms of over 9 million • Exclusive multi-year worldwide license for innerwear: –– Launched WADE x NAKED in October 2016 at Nordstrom, Nordstrom.com and wearnaked.com ––Achieved $27,000 in sales during the third quarter COMFORTABLY YOU AT HSN • Exclusive partnership with HSN for Comfortably You, a sleepwear, loungewear, and intimates lifestyle collection • Features eight sleepwear and casual styles: –– Products available exclusively on HSN since 26 January 2017 ––All products priced under $60 NAKED / KEY PARTNERSHIPS PAGE 9

 

 

Global brands which include some of the most recognised lingerie brands in Australasia, USA and UK Evergreen partnership with Heidi Klum Core competency in the design and development of bras, briefs, swimwear and sleepwear Continuous revenue and earnings growth - TTM revenue $119m - TTM gross margin on net sales 50.3% Highly efficient sourcing and logistics network providing agility and economies of scale Track record of technical, functional and fashion innovation, and new product development Presence in 34 countries and distribution through over 4,000 doors Omni-channel platform with online, wholesale and company owned retail and outlet stores Loyal and diverse customer base, with customers ranging in age and social demographics BENDON / COMPANY HIGHLIGHTS PAGE 11 ICONIC BRAND AND PRODUCT PORTFOLIO STRONG FINANCIAL PERFORMANCE AND OPERATIONS PLATFORM GLOBAL DISTRIBUTION FOOTPRINT

 

BENDON / BRAND PORTFOLIO FLAGSHIP • Global distribution • Flagship brand with lifestyle extensions: Heidi Klum Intimates, HEIDI, Heidi Klum Man, Heidi Klum Swimwear and Heidi Klum Intimates Solutions • Strong online presence: e-commerce website, social media channels • Premium fashion brand marketing approach and communication • Accessible retail price points from $25 to $99 LUXURY • Global distribution • Lifestyle brand marketing approach bringing to life the opulence of the brands • Premium positioning with bra retail price points from $50 to $170+ MODERATE AND MASS • Australia and New Zealand on majority of brands, USA online distribution for Fredericks of Hollywood • Dominant heritage market position • Value positioning with bra retail price points from $20 to $69 PAGE 12 

 

Footnote: 1. Comp base to Jan 2017 BENDON / OMNI-CHANNEL: CLICKS, BRICKS AND IN-BETWEEN PAGE 13 DIVERSIFIED WHOLESALE CUSTOMERS COMPANY OWNED STORES Portfolio of 60 highly productive retail and outlet stores across New Zealand and Australia High store-level contribution of 20%1 High margin clearance mechanism for excess stock 50% engineered product generating high margin Partners across all tiers of retail from high-end to mass Long term partnerships with the pre-eminent names in retail globally Strong position and high recognition in Australia and New Zealand heritage markets Substantial growth potential in underpenetrated USA market EMERGING E-COMMERCE CHANNEL c. 3 million visits to brand sites in 2016 (up 79% in 3 years) Conversion percentage up 40% in 3 years Revenue up 88% in 3 years Established platform for accelerated growth TTM TTM TTM

 

BENDON / OPERATIONS PLATFORM AND PRODUCT SUITE GLOBAL OPERATIONS PLATFORM • Over 30 production partner facilities across Asia • Company owned Distribution Centre in New Zealand. 3PL centres in USA, China and Hong Kong • Offices in New Zealand, Australia, Hong Kong USA and UK COMPREHENSIVE PRODUCT SUITE • Highly diversified product offering with no style accounting for more than 1% of sales • Fashion represents about 60% of products sales • Successfully entered adjacent categories including recent launch of swimwear for Heidi Klum and Stella McCartney PAGE 14

 

HEIDI KLUM: A BRAND POWERHOUSE In January 2015 Bendon entered into an evergreen licensing deal with Heidi Klum to replace a 25 year relationship with Elle Macpherson / the Elle Macpherson Intimates brand Heidi Klum is a major star in the fashion and entertainment world with unrivalled credentials in the industry: Host and Executive Producer of Project Runway and Germany’s next top model; and host of America’s Got Talent Since the launch of the Heidi Klum Intimates brand, she has taken part in countless press interviews, in-store events, personal appearances and consumer activations to build the brand Heidi has an impressive social media reach with over 11 million active and engaged fans BENDON / KEY PARTNERSHIP A legion of fans, combined with her passion and commitment to promote the Heidi Klum Intimates brand, has resulted in a global reach of over 1 billion consumers PAGE 15

 

POSITIONED FOR EXPONENTIAL GROWTH MERGED GROUP

 

PAGE 17 REVENUE BY CHANNEL FY20E 49% 21% 23% 7% FY16A 4% 31% 59% 6% ORGANIC GROWTH REVENUE GROWTH CHANNEL • We expect an incremental roll-out of new retail stores across existing (Australia and New Zealand) and new (USA, Europe and Canada) markets ~ 90 stores within Australia, New Zealand and USA to 2020 • Bendon’s distribution channels are anticipated to accelerate growth of Naked’s brands • Globalise e-commerce assets RETAIL AND OUTLET STORE COUNT 250+ USA / EU 160+ AU / NZ 52 58 60 150 2020E

 

CATEGORY • Leverage Carole Hochman’s expertise to build a compelling sleepwear business • We plan to launch new categories including resortwear, athleisure and tween MARKET • Deeper and wider distribution within USA and the European markets • Potential to expand into untapped markets such as Asia, Africa and the Middle East PAGE 18 REVENUE BY MARKET FY20E 21% 6% 5% 39% 29% 7% FY16A 38% 36% 14% 5% 7% ORGANIC GROWTH REVENUE GROWTH CONT. MARGIN IMPROVEMENT Target gross margin 53.8% in 2020, driven by: • Product sourcing and engineering improvements • Higher margin store and e-commerce expansion REVENUE BY CATEGORY FY20E 74% 15% 6% 5% FY16A 88% 5% 7%

 

LEVERAGE THE CAPITAL MARKETS PLATFORM TO CONSOLIDATE SYNERGISTIC BUSINESSES A highly fragmented market offers significant roll-up opportunity We believe the Group will be well positioned to consolidate the industry Identified deal pipeline in excess of $190m incremental revenue ACQUISITIVE GROWTH PAGE 19 BENDON GROUP (“Operating Co.”) Distribution Channels and Shared Services NAKED BRAND GROUP (“List” Co.) POTENTIAL FUTURE ACQUISITIONS Independently Managed: Brand, Marketing and Design INTENDED OPERATING STRUCTURE

 

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