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JOHNNIEBG....I click on the website and as far as I got was the first page. I was too memorized to go any further.
Yikes! And the money? Our shares worthless?
I'm kidding!...I think?
Could you imagin if we all got bamboozled and it was the shorts who did it to us. That would be a movie kinda thing.
Gracias...I'm hoping it's a moonrocket of discusting billionaires gone WILD!
That's disgusting and I'm jealous....
I'm teasing you. I think this is just going to "BLOW UP" something Quincy Jones said that about Tommy Hilfiger when he first met him, when Tommy was just starting out. He knew he was going to be a star from day one.
I'm long too.
Please short.....all you got!
DOOMED,TO PENNY JAIL!
I don't know this guy or work from his past that to me would be meaningful besides this deal? But, "Even a blind squirrel finds a nut once in a while".
Q? Has anyone ever may money with Justin Davis-Rice? Not to be a bummer but I can't find anything but a few really meager deals on his resume.
So, just wondering if anyone has made serious money with Juice-Box? or is he a Minor league player? If he's done some serious plays what are they besides the stuff on his resume?
Oh, there is a few scowling face photos on the internet too?
It's the biggest potential squeeze ever. Love the see short go all-in then, do multiple GME/Taser type offering. Over and over again each time higher and higher. Yet, with no business in the deal yet.
I would love to see that happen, it would make my year.
DWAC would have $500 billion in cash just starting out it would be completely like the Trumpster to pull it off.
Yep, move it to $6,000!
Split like Brookshire Hathaway....what's you talking about Willis?
37 million is issued. Management own Class B shares which are anti dilution to all class shares. So, in this case there would now be 74 million + a few other shares to insure a 51% control position perpetually.
So, when ever they make an acquisition or offering or anything the B shares will increase too. Unless it is authorized by them not to.
That's how I read it.
I agree I've counted up 37 million outstanding with 9 institutions. But, this could be the very first short squeezed SPAC ever!
Imagine doing another round at $500, $2,500 or even $6,000 a share. Remember they only need to complete a 80% acquisition to confirm the merger competition with the SPAC. And we all know who the shorts would be.
$2.3 billion market cap is still a very good entry-level. This is worth 20x that as-is with what their buisness plan is proposing its got my attention!
I Picked the wrong week to stop....
Gaslighting? this is only worth 2x cash. Looks at DWAC! AFTER deal 7 times cash and their management team is incredible.
Gaslighting? this is only worth 2x cash. Looks at DWAC! AFTER deal 7 times cash and their management team is incredible.
They have to split the stock....the issue is before the BID energy deal or at the same time? Right now it's trading 2x cash. Good entry point, less is even better.
Look at the SPAC that did the deal with Trump - DWAC after announcing the deal its trading 7×cash which is perfection and that's with REAL investment bankers, With real track records.
So good luck to all here because we're really going to need it with Juice Box running things.
Is that an electrocution conference?
Not a peep from Juice Box Justin, he's a real amateur.....only good at Reverse splits. No talent!
Still thinking .48 cents is the buy here.
7 x cash perfect start with intelligent people to build with. I see a BIG bright future here!
oh well oops? Just click on the link!
He's good at these.....2019 was the last 100 for 1 reverse split. Maybe this one will be 1000 for 1 and really give-it to everyone. Just as he backs into a new super BIG start-up energy deal!
This is sooooo exciting!!! or boring as Musk might say....
https://www.sec.gov/Archives/edgar/data/0001707919/000149315219019491/form6-k.htm
This is like a Canadian mining stock...except, this one is circling the toilet bowl clockwise.
Why bother......This should be worth a double from hear no matter what they do or how bad it is.
Unless its a reverse split with a start-up added as the BIG deal.
Really...? Then what's this....
So, you're saying this did not happen?
https://www.sec.gov/Archives/edgar/data/0001707919/000149315219019491/form6-k.htm
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.
Signed by.....
NAKED BRAND GROUP LIMITED
By: /s/ Justin Davis-Rice
Name: Justin Davis-Rice
Title: Executive Chairman
He's good at reverse splits!
It takes zero skill to stay on NASDAQ too. Just snap the ol' fingers and presto you get to stay on NASDAQ.
100 for 1 was the last one.......this is exciting.
It does have a SPAC behavior! Then, this might be the case of….
Follow the money!
Could it be...they don't care? This is what they think of their stockholders! Don't care....!!!
A deal like BLNK would toss salt in open shareholders wounds!
Just guessing but it would be absolutely stupid!
I think a deal is probably done too. But, they don't have a enough shares to do a deal. So, they need more common authorized stock. I guess they could make the deal contingent on more stock getting authorized or use a convertible note which their REALLY good at, lol. So, stock holders approval is needed. But, that means delays but should save the listing, maybe?
But, clean energy to me is just global BS! Just gives elites more power over plebs and we all see how well that's going!
Plus, a reverse split will be needed for any logic going forward with any evaluations that make sense.
Exactly that's what the valuation is. I figured without a deal .48 cents x 100. And with a deal, 3 to 5 times cash W/O a squeeze. If it's squeezed higher after deal. That's all this CEO's worth he's got no track record that I see. Besides this failure. You're as good as your last deal.
If Justin's was a real CEO with past knowledge he'd do it at the same time, this way the split will have some support. But, I personally don't give him that much experience.
You get the idea!
Here's the last one Justin gave everyone. It seems he likes the 100 reverse split type and we all know how that turned out!
Finding Naked split in 6-K (Current report) of filed (2019-12-16)
https://www.sec.gov/edgar/search/#/q=Naked%2520split
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-___________.
Material Modification to Rights of Security Holders.
At the Annual General Meeting of Shareholders (“AGM”) of Naked Brand Group Limited (the “Company”) held on December 16, 2019, the Company’s shareholders approved a 1-for-100 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding ordinary shares. On the effective date of the Reverse Split, every 100 ordinary shares of the Company will be combined into 1 ordinary share, with fractional shares being rounded up to the nearest whole share. The Company expects that the Reverse Split will become effective on December 20, 2019, and that its ordinary shares will begin trading on a post-reverse split basis on such date. As a result of the Reverse Split, the Company’s issued and outstanding ordinary shares will be reduced from 308,943,831 to approximately 3,089,438.
Submission of Matters to a Vote of Security Holders.
As discussed above, on December 16, 2019, the Company held its AGM. The items of business considered by the Company’s shareholders at the AGM and a final tabulation of votes cast for and against each proposal, as well as the number of abstentions and broker non-votes with respect to each proposal, are set forth below:
1. To consider the following ordinary resolution for the election of Kelvin Fitzalan as director: “THAT, Mr Kelvin Fitzalan, having been appointed as a Director on 31 July 2019, retires as a Director of the Company in accordance with the Constitution and, being eligible and having offered himself for election, be elected as a director of the Company.”
For Against Abstain Broker Non-Vote
44,408,211 8,960,399 5,085,184 —
Based on the results set forth above, the Company’s shareholders elected Mr. Fitzalan as a director.
2. To consider the following ordinary resolution for the election of Justin Davis-Rice as director: “THAT, Mr Justin Davis-Rice, having been appointed as a Director on 11 May 2017, retires as a Director of the Company in accordance with the Constitution and, being eligible and having offered himself for election, be elected as a director of the Company.”
For Against Abstain Broker Non-Vote
43,647,946 10,139,781 4,666,067 —
Based on the results set forth above, the Company’s shareholders elected Mr. Davis-Rice as a director.
3. To consider the following ordinary resolution for the election of Paul Hayes as director: “THAT, Mr Paul Hayes, having been appointed as a Director on 19 June 2018, retires as a Director of the Company in accordance with the Constitution and, being eligible and having offered himself for election, be elected as a director of the Company.”
For Against Abstain Broker Non-Vote
41,909,774 11,703,667 4,840,353 —
Based on the results set forth above, the Company’s shareholders elected Mr. Hayes as a director.
2
4. To consider the following ordinary resolution for the election of Andrew Shape as director: “THAT, Mr Andrew Shape, having been appointed as a Director on 19 June 2018, retires as a Director of the Company in accordance with the Constitution and, being eligible and having offered himself for election, be elected as a director of the Company.”
For Against Abstain Broker Non-Vote
41,610,509 12,061,875 4,781,410 —
Based on the results set forth above, the Company’s shareholders elected Mr. Shape as a director.
5. To consider the following ordinary resolution for the removal of PricewaterhouseCoopers (“PwC”) as the Company’s auditor under the Corporations Act 2001 (Cth) (the “Corporations Act”): “THAT, for the purposes of section 329 of the Corporations Act and for all other purposes, PricewaterhouseCoopers, be removed as auditor of the Company with effect from the close of the Meeting.”
For Against Abstain Broker Non-Vote
48,554,382 5,533,608 4,365,804 —
Based on the results set forth above, the Company’s shareholders approved the removal of PwC.
6. To consider the following special resolution for the appointment of BDO Audit Pty Ltd. (“BDO”) under the Company’s auditor under the Corporations Act: “THAT, subject to the passing of Resolution 5, for the purposes of sections 327D and 328B(3) of the Corporations Act, BDO, being qualified to act as an auditor of the Company and having consented to act as the Company’s auditor, be appointed as the Company’s auditor with effect from the close of the Meeting.”
For Against Abstain Broker Non-Vote
48,412,388 5,142,755 4,898,651 —
Based on the results set forth above, the Company’s shareholders approved the appointment of BDO.
7. To consider the following ordinary resolution for the cancellation of 1,512,099 forfeited ordinary shares: “THAT, in accordance with section 258D of the Corporations Act and for all other purposes, the Company’s share capital be reduced by the cancellation of 1,512,099 ordinary shares that had been issued to High Standard Limited, True Aim Limited and Summit Reliance International Limited and which have been forfeited in accordance with the terms of their issue.”
For Against Abstain Broker Non-Vote
41,459,934 13,683,113 3,310,747 —
Based on the results set forth above, the Company’s shareholders approved the cancellation of the forfeited shares.
8. To consider the following ordinary resolution for the approval of the Reverse Split through the conversion of every 100 ordinary shares to one ordinary share: “THAT, in accordance with section 254H(1) of the Corporations Act and for all other purposes, the ordinary shares on issue in the Company be consolidated on the date of the Meeting or another date determined by the Board on the basis of 1 ordinary share for every 100 ordinary shares held, on the terms and conditions outlined in the Explanatory Memorandum, with any fractional entitlements to ordinary shares as a result of the consolidation being rounded up to the nearest whole share.”
For Against Abstain Broker Non-Vote
31,930,554 25,748,180 775,060 —
Based on the results set forth above, the Company’s shareholders approved the Reverse Split.
Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Form 6-K is the Chief Executive Officer’s presentation for the AGM.
Financial Statements and Exhibits.
Exhibit No. Description
99.1 2019 AGM Presentation.
3
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 16, 2019
NAKED BRAND GROUP LIMITED
By: /s/ Justin Davis-Rice
Name: Justin Davis-Rice
Title: Executive Chairman
Tee ball play...Reverse Split!
But, NAKD's good at it.
Is there an SEC filing filing on that "Purchase of Naked" by AULT besides the 41,141,660 which just appeared with DPL?
Just my two cent...
Thanks you JOHNNIEBG a pair of fresh eyes helps.
I found the DPL a Sub of AULT and then it got weird I started to lose my patience.
Much appreciated
Thank you for your clarification on this much appreciated.