UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
- REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
- ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended March 31, 2021
OR
- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
- SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report
Commission file number: 001-394771799983
GLOBAL BLUE GROUP HOLDING AG
(Exact name of Registrant as specified in its charter)
Switzerland
(Jurisdiction of incorporation)
Zürichstrasse 38, 8306 Brüttisellen, Switzerland
+41 22 363 77 40
(Address of principal executive offices)
Jeremy Henderson-Ross
Tel: +41 22 363 77 40
Route de Crassier 7
1262 Eysins
Switzerland
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Copies to:
Kenneth B. Wallach
Xiaohui (Hui) Lin
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Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
Securities registered or to be registered pursuant to Section 12(b) of the [Act]:
Title of each class | Trading Symbol | Name of ea ch exchange on which registered |
Ordinary Shares, nominal value CHF 0.01 per share | GB | New York Stock Exchange |
Warrants to purchase ordinary shares | GB.WT | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer's classes of capital stock or common stock as of the close of the period covered by the annual report.
Ordinary shares: 180,534,962
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the U.S. Securities Act of 1933, as amended.
- Yes ☒ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").
- Yes ☒ No
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
- Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
- Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with US GAAP, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
- Yes ☒ No
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report
- Yes ☒ No
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
US GAAP | International Financial Reporting | Other |
Standards | ||
as issued by the International | ||
Accounting Standards Board | ||
☐ | ☒ | ☐ |
If "Other" has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 | ☐ Item 18 |
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
- Yes ☒ No
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GLOBAL BLUE GROUP HOLDING AG
TABLE OF CONTENTS
PAGE | ||
Forward-looking statements | 5 | |
PART I | 8 | |
Item 1. | Identity of Directors, Senior Management and Advisers | 8 |
A. Directors and Senior Management | 8 | |
B. Advisers | 8 | |
C. Auditors | 8 | |
Item 2. | Offer Statistics and Expected Timetable | 8 |
Item 3. | Key Information | 8 |
A. Selected Financial Data | 8 | |
B. Capitalization and Indebtedness | 10 | |
C. Reasons for the Offer and Use of Proceeds | 10 | |
D. Risk Factors | 11 | |
Item 4. | Information on the Company | 35 |
A. History and Development of the Company | 35 | |
B. Business Overview | 36 | |
C. Organizational Structure | 40 | |
D. Property, Plants and Equipment | 41 | |
Item 4A. | Unresolved Staff Comments | 42 |
Item 5. | Operating and Financial Review and Prospects | 42 |
A. Operating Results | 42 | |
B. Liquidity and Capital Resources | 53 | |
C. Research and Development, Patents and Licenses | 63 | |
D. Trend Information | 64 | |
E. Off-Balance Sheet Arrangements | 65 | |
F. Tabular Disclosure of Contractual Obligations | 65 | |
G. Safe Harbor | 65 | |
Item 6. | Directors, Senior Management and Employees | 65 |
A. Directors and Senior Management | 65 | |
B. Compensation | 70 | |
C. Board Practices | 79 | |
D. Employees | 80 | |
E. Share Ownership | 82 | |
Item 7. | Major Shareholders and Related Party Transactions | 82 |
A. Major Shareholders | 82 | |
B. Related Party Transactions | 83 | |
C. Interests of Experts and Counsel | 89 | |
Item 8. | Financial Information | 89 |
A. Consolidated Statements and Other Financial Information | 89 | |
B. Significant Changes | 91 | |
Item 9. | The Offer and Listing | 92 |
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A. Offer and Listing Details | 92 | |
B. Plan of Distribution | 92 | |
C. Markets | 92 | |
D. Selling Shareholders | 92 | |
E. Dilution | 92 | |
F. Expenses of the Issue | 92 | |
Item 10. | Additional Information | 92 |
A. Share Capital | 92 | |
B. Memorandum and Articles of Association | 92 | |
C. Material Contracts | 92 | |
D. Exchange Controls | 93 | |
E. Taxation | 93 | |
F. Dividends and Paying Agents | 99 | |
G. Statement by Experts | 99 | |
H. Documents on Display | 99 | |
I. Subsidiary Information | 100 | |
Item 11. | Quantitative and Qualitative Disclosures About Market Risk | 100 |
Item 12. | Description of Securities Other than Equity Securities | 102 |
A. Debt Securities | 102 | |
B. Warrants and Rights | 102 | |
C. Other Securities | 102 | |
D. American Depositary Shares | 102 | |
PART II | 103 | |
Item 13. | Defaults, Dividend Arrearages and Delinquencies | 103 |
Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds | 103 |
Item 15. | Controls and Procedures | 103 |
Item 16A. | Audit Committee Financial Expert | 105 |
Item 16B. Code of Ethics | 105 | |
Item 16C. | Principal Accountant Fees and Services | 105 |
Item 16D. | Exemptions from the Listing Standards for Audit Committees | 106 |
Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 106 |
Item 16F. | Change in Registrant's Certifying Accountant | 106 |
Item 16G. | Corporate Governance | 106 |
Item 16H. | Mine Safety Disclosure | 109 |
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 109 | |
PART III | 110 | |
Item 17. | Financial Statements | 110 |
Item 18. | Financial Statements | 110 |
Item 19. | Exhibits | 110 |
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Global Blue Group Holding Ltd. published this content on 28 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 June 2021 12:29:06 UTC.