Naked Brand : Unregistered Sales of Equity Securities (Form 6-K)

Unregistered Sales of Equity Securities.

As previously disclosed, on February 24, 2021, Naked Brand Group Limited (the 'Company') entered into a Securities Purchase Agreement with certain accredited investors ('Investors'), which agreement was subsequently amended on March 10, 2021 (as amended, the 'SPA'). Pursuant to the SPA, on March 11, 2021, the Company sold to the Investors in a private placement an aggregate of US$100,000,000 of units ('Units'), with each Unit consisting of one ordinary share of the Company and one warrant to purchase one ordinary share of the Company. The SPA included a put right. Subject to certain conditions, the Company agreed to sell to the Investor and the Investor agreed to purchase from the Company, in a private placement, a number of ordinary shares of the Company, priced at the previous day's closing bid price, having a value equal to a portion of the Investor's net profit from the Investor's sale of the securities acquired under the SPA.

On July 2, 2021, pursuant to the put right under the SPA, the Company sold an aggregate of 53,548,594 ordinary shares to the Investors, at a purchase price of US$0.6256 (the closing bid price of the ordinary shares on July 1, 2021).

The ordinary shares were offered and will be sold pursuant to an exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended. In accordance with the SPA, the Company intends to include the resale of the ordinary shares in a registration statement under the Securities Act.

The information contained in this Report on Form 6-K, including the exhibits hereto, shall be incorporated by reference in the Company's registration statements on Form F-3 (File Nos. 333-226192, 333-230757, 333-232229, 333-235801, 333-243751, 333-249490, 333-249547, 333-254245, and 333-256258) and the prospectuses included therein.