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Naked Brand Group, Inc. (NAKD)

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Last Post: 11/28/2021 10:06:24 AM - Followers: 336 - Board type: Free - Posts Today: 2


Naked Brand Group Limited


"6-K Filing

Dated: November 24, 2021

Share Consolidation
         Why is the Company seeking approval to undertake the Share Consolidation?
What are the Directors’ recommendations?

Section 254H(1) of the Corporations Act requires that the Company pass an ordinary resolution at a general meeting to consolidate its shares.
The Proposed Transaction is subject to a Condition that the Five Day Average Trading Price for the five consecutive trading days ending on (and inclusive of) the Closing Date (after giving effect to the Share Consolidation) is not less than US$5.00 per Share.
On 26 April 2021, the Company received a first notice from the Listing Qualifications Department of Nasdaq stating that, for the prior 30 consecutive business days, the closing bid price for Shares had been below the minimum of US$1.00 per share required for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). On 26 October 2021, the Company received a second notice from Nasdaq’s Listing Qualifications Department, stating that Nasdaq’s staff had determined that the Company was eligible for an additional 180 calendar day period (until 25 April 2022) to regain compliance.
In order to regain compliance during the additional compliance period, the bid price for shares of Shares must close at US$1.00 per share or more for a minimum of ten consecutive business days.
The Company intends to cure the deficiency during the second compliance period by effecting the Share Consolidation.
Accordingly, the Share Consolidation seeks to accomplish two goals: enabling the Company to meet one of the Conditions for the Proposed Transaction and enabling the Company to regain compliance with the minimum bid price requirement.
The exact consolidation ratio for the Share Consolidation will be set by the Directors at least 7 days prior to the Meeting and notified in a Form 6-K to be filed by the Company with the SEC. That ratio will be between consolidating every 10 Shares into 1 Share and consolidating every 20 Shares into 1 Share. The exact consolidation ratio will be included in Resolution 5 that is put to the Meeting."

(Top of page 15 on SEC filing... )

"(b) subject to the passing of Resolution 6.2, JADR Consulting Group Pty Limited, an entity associated with Mr. Davis-Rice, will receive approximately US$11.9 million in cash in relation to the acceleration of the third tranche of the Phantom Warrants (based on a Share price of $0.6017), and approximately 112.7 million Shares in relation to the grant of the Incentive Award. This will equate to approximately 3.2% of the Company’s outstanding Shares (refer to the pro forma ownership table at Section 1.4.1). For the avoidance of any doubt, Resolution 6.2 is not subject to and conditional on the passing of the Transaction Resolutions, but the acceleration of the third tranche of Phantom Warrants is conditional on the consummation of the Proposed Transaction. The value of 
these benefits is directly linked to the Company’s share price. Over the past 6 months, the market price of the Company’s shares has been volatile (see Section 6.6 below). Section 6.6 includes further examples of the value of these benefits based on different Share prices. "


“Assuming that an aggregate of US$300,000,000 in Ordinary Shares are sold in this offering at an assumed offering

price of US$0.6017 per share, which was the closing sale price of our Ordinary Shares on Nasdaq on October 29,
2021, there would be 1,408,291,834 Ordinary Shares outstanding after this offering. The number of Ordinary Shares
to be issued and outstanding after this offering is based on 909,704,498 Ordinary Shares issued and outstanding as
of October 29, 2021. The number of Ordinary Shares to be issued and outstanding excludes the Ordinary Shares
that may be issued by us as set forth in footnote 1 in “The Offering.””  

https://www.otcmarkets.com/filing/html?id=15336968&guid=6GtwkK5xX2-uh3h ”

Naked Brand Group is a leading intimate, apparel and swimwear company 
with a diverse portfolio of brands. We design, manufacture and market a portfolio of 9 
company-owned and licensed brands, catering to a broad cross-section of consumers and market segments.

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NAKD News: Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp) 11/24/2021 04:55:15 AM
NAKD News: Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k) 11/24/2021 04:16:52 AM
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NAKD News: Cenntro’s LS 200 Model EV Completes All EU Vehicle Homologation Tests and Obtains the N1 Vehicle Type Approval 11/16/2021 04:30:33 AM
#11583   $NAKD$$$ NO R/S EVER GO UP IT ALWAYS train21 11/28/21 10:06:24 AM
#11582   $$NAKD $$$LETS SEE THE RUN UP BEFORE THE train21 11/28/21 10:01:18 AM
#11581   Here is the link Avidfisher and timetomakemoney 11/27/21 03:42:58 PM
#11580   https://www.youtube.com/watch?v=GHG_LLY-ES4 timetomakemoney 11/27/21 02:21:15 PM
#11579   Just go look at his Twitter feed and Avidfisher 11/27/21 02:06:48 PM
#11578   Could you please post the link to the JOHNNIEBG 11/27/21 09:28:50 AM
#11577   Here's Ault talking about NAKD...https://www.youtube.com/watch?v=kv_9CrfXYZw timetomakemoney 11/27/21 08:14:46 AM
#11576   I'm not a fan of reverse split but timetomakemoney 11/27/21 07:30:11 AM
#11575   NAKD...WARNING...WARNING...WARNING...THIS COULD BE POSITIVE or NEGATIVE...A so-called big-time Large Green 11/27/21 07:28:59 AM
#11574   Ault just bought another million shares, hmmmm Avidfisher 11/26/21 10:47:53 PM
#11573   Cenntro is the real deal. Notice there timetomakemoney 11/26/21 01:11:27 PM
#11572   DUDE THOSE INVESTORS are in the same boat BBANBOB 11/26/21 10:43:45 AM
#11571   THATS RIGHT THEY GONNA MAKE MONEY NOT YOU train21 11/26/21 10:03:53 AM
#11570   Me too , I am surprised , I caloosa 11/26/21 10:03:22 AM
#11569   Considering such a chitty day for the over timetomakemoney 11/26/21 09:58:53 AM
#11568   I was hoping to buy shares in that timetomakemoney 11/26/21 09:57:09 AM
#11567   That's what I am saying , I am caloosa 11/26/21 09:54:22 AM
#11566   So if i am reading you right.. your Richie R 11/26/21 09:47:27 AM
#11565   Yes, Dec 21 will be a day for timetomakemoney 11/26/21 09:39:56 AM
#11564   OK thunk hard here BBANBOB 11/26/21 09:31:05 AM
#11563   That's not a major concern for Cenntro. timetomakemoney 11/26/21 09:15:17 AM
#11562   “November 24, 2021 01:34 PM StockLogistics 11/26/21 09:02:53 AM
#11561   Oh, I'm a trader. I will hold a timetomakemoney 11/26/21 09:00:20 AM
#11560   There will be dilution... question is how big timetomakemoney 11/26/21 08:58:43 AM
#11559   I wouldn't bet my life on it !!! caloosa 11/26/21 08:52:05 AM
#11558   Ouch... I sure hope NAKD has one more Richie R 11/26/21 08:49:01 AM
#11557   So you will hold through the split and StockLogistics 11/26/21 08:28:15 AM
#11556   The way I see this deal , because timetomakemoney 11/26/21 06:13:25 AM
#11555   There would only be no reverse split if StockLogistics 11/25/21 10:28:04 AM
#11554   $$$$NAKD MMs GETTING CHEAP SHARES AND WE WAITING train21 11/25/21 10:21:26 AM
#11553   Thanks, hope everyone has a safe and enjoyable Thanksgiving..... JOHNNIEBG 11/24/21 06:03:39 PM
#11552   Happy Thanksgiving to all ! Have a great caloosa 11/24/21 05:12:26 PM
#11551   JDR needs his money. He's cashing his ticket MD3 11/24/21 05:12:15 PM
#11550   Top of page 15 on SEC filing... JOHNNIEBG 11/24/21 04:23:16 PM
#11549   Dilution ...Dilution ...Dilution ... caloosa 11/24/21 04:02:34 PM
#11548   So there's going to be an extraordinary reverse gattes12 11/24/21 02:29:45 PM
#11547   Right on!!! I agree completely... JOHNNIEBG 11/24/21 01:55:07 PM
#11546   Mark this post, gonna come out and just MD3 11/24/21 01:22:32 PM
#11545   You are still crying over spilled milk. timetomakemoney 11/24/21 12:12:44 PM
#11544   Suggest that everyone read the latest SEC filing... JOHNNIEBG 11/24/21 12:00:00 PM
#11543   Posted in NAKD sec filing on 11/24 , JOHNNIEBG 11/24/21 11:52:21 AM
#11542   You must be getting close to your goal caloosa 11/24/21 11:47:17 AM
#11541   If MMs try to take this down to timetomakemoney 11/24/21 11:45:07 AM
#11540   Bought some @.62 NAKD . caloosa 11/24/21 11:34:24 AM
#11539   Well Volume is heavy. less than two hours timetomakemoney 11/24/21 11:21:30 AM
#11538   #NAKDARMY Let's push this one higher and make BlackAngel 11/24/21 10:26:53 AM
#11537   LOL, OK I bought some .59 and .60 timetomakemoney 11/24/21 10:25:48 AM
#11536   Gap opening don't count, so now the new Chartmaster 11/24/21 10:07:03 AM
#11535   Our problem here is that JDR has given MD3 11/24/21 10:03:49 AM
#11534   That's interesting. Another company (Farmmi) used gattes12 11/24/21 10:01:55 AM
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