Benzinga | Aug 19, 2020 05:38PM EDT

Naked Brand Group Enters Global Amendment With St.George Investments Amending Convertible Promissory Note Issued By Co.

On August 18, 2020, Naked Brand Group Limited (the "Company") entered into a Global Amendment, dated as of August 17, 2020 (the "Amendment"), with St. George Investments LLC (the "Holder"), which amended the Convertible Promissory Note issued by the Company on February 11, 2020 (the "Amended Note").



Pursuant to the Amendment, subject to the Company's approval, the Holder may convert the outstanding balance of the Amended Note into the Company's ordinary shares at a conversion price per share that is equal to (i) a percentage of not less than 75%, multiplied by (ii) the lowest daily volume weighted average price of the Company's ordinary shares in the preceding 20 trading days, but in any event not less than the floor price specified in the Amendment. As of August 17, 2020, the aggregate outstanding balance of the Amended Note was approximately $4,468,000 and the closing price of the Company's ordinary shares was $0.31.



The Amendment does not affect the Affiliated Holder's right to convert the outstanding balance of the Amended Note at the fixed conversion price per share set forth therein, without the Company's approval. The fixed conversion price per share of the Amended Note is $4.00, subject to adjustment for stock dividends or subdivisions or combinations of the Company's ordinary shares.



As previously disclosed, the Company also issued Convertible Promissory Notes to the Holder and Iliad Research and Trading, L.P., an affiliate of the Holder (the "Affiliated Holder"), on October 4, 2019, November 12, 2019, December 19, 2019 and January 9, 2020 (the "Prior Notes") and on April 15, 2020. As previously disclosed, on April 9, 2020 and June 10, 2020, the Company entered into Global Amendments with respect to the Prior Notes on terms substantially similar to the Amendment. Pursuant to the prior Global Amendments, the Affiliated Holders have converted the entire outstanding balance of the Prior Notes into 35,746,486 ordinary shares.