Naked Brand Group, Inc. (NAKD)

[JOHNNIEBG]

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.