Merger Bendon Limited and Naked Brand. On completion of


Naked Brand Group, Inc. entered into a letter of intent
(LOI) with Bendon Limited, an intimate apparel company based in New Zealand for
a proposed merger of the companies. A new holding company, New Co, an
Australian based company, is formed and will be the parent company of Bendon
Limited and Naked Brand. On completion of the proposed merger, New Co.  will issue 146,311,063 ordinary shares to the
current holders of outstanding capital stock of Bendon Limited and many
ordinary shares equal to the number of outstanding common stock of the company
immediately prior to the merger. Shares issued to Bendon would be subject to
adjustment based on the Net Asset worth of $ 786,246, this amount will be
adjusted because of any subsequent capital transaction agreed between Bendon
Limited and Naked Brand. New Co.’s Shares must be approved for the listing on
the NASDAQ Capital Market for the closure of the merger.

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Naked has positioned itself as a luxury-affordable brand. It
is founded to produce finer and higher quality products worn close to skin fit,
feel and function. After years of efforts in the development of design and
fabric, they finally come up with a product that was ordinary and feels
different, free, unencumbered and motivated. With the intent to become a global
lifestyle brand for both men and women, committed to constantly optimizing and
innovating men’s collections and developed remarkable women’s intimate apparel,
sleepwear, and loungewear. Under the guidance of world-renowned fashion
designer Carole Hochman, Naked Brand has achieved new heights and holds a better
presence in the fashion industry which is majorly held by big brands such as
Victoria Secret, Calvin Klein, etc. Naked is moving into other apparel and
product categories that exemplify activewear, swimwear, and sportswear

they financed their growth

Naked commenced business operations on February 1, 2010, as
a manufacturer and seller of direct and wholesale undergarments in Canada to
consumers and retailers and has been realizing revenues from its operations
since September 2010.

On July 30, 2012, Naked Brand Group, Inc. acquired 13.5
million shares worth of 7.5 million dollars (50% of Company) from Naked
(formerly Naked Boxer Brief Clothing Inc.) and Naked Brand Group, Inc became
the sole directors and management of the company. 

On August 10, 2012, An Inter-Creditor Agreement with
Kalmalka Partners Ltd. and other Creditor to borrow up to $775,000 as
short-term loans on the issuance of convertible promissory notes. The Notes
gets secured under general security arrangement over the assets of the company
with 12% interest per annum on monthly basis. These initial arrangements enable
the company to finance sufficient inventory on hand and other account
receivables in the systematic and economic way. On December 21, 2012, the
Company issued an additional convertible promissory note in the principal
amount of $100,000 with the same terms as noted above.

On June 10, 2014 and July 8, 2014,
Company entered into Subscription Agreements with several investors in capital
raising event of $7,309,832 through the sale of 292 units at a price of $25,000
per unit. Each unit consisted of (i) a 6% convertible secured debenture in the
principal amount of $25,000 and (ii) agreement to purchase 166,667 of Naked
Brand common shares at a price of $0.15 per share, subject to certain
adjustment written in the warrant agreements. On December 18, 2015, its common
stock began trading on the NASDAQ Capital Market under the symbol “NAKD.” In
connection with the listing of common stock on the NASDAQ Cap Market, with
underwritten public offering on December 23, 2015 of 1,875,000 shares of common
stock at a price of $4.00 per share for aggregate gross generation of $7.5

Expansion into the women’s sleepwear and intimate apparel in
fiscal 2017 is a growth strategy given that these market segments represent
$17.8 billion, or over 77% of the overall innerwear market according to data
from the NPD Group. The intention to attract women customers for the Naked
brand to penetrate the men’s $4.3 billion U.S. innerwear market since a number
of consumer research reports show that women purchase as much as 50% of men’s
underwear for their husbands, boyfriends or sons.

Intellectual Property


The “Naked” trademark is an important value addition to the
business of Naked Brand. To protect the The Company, secured trademark
registrations in the United States, the European Union, and Canada. The company
has already applied for applications and registrations in the United States,
Canada and other jurisdictions for additional Naked-related trademarks. Naked
as brand name set apart from other brand names and makes itself more familiar
with the mainstream industry.

How the company competes in the marketplace


Men’s and women’s innerwear is a very competitive market
with many high profile undergarment manufacturers such as, Calvin Klein, Polo
Ralph Lauren, Hugo Boss, Tommy John, Saxx Giorgio Armani, Tommy Hilfiger,
Michael Kors, DKNY, Natori, Free People, Hanky Panky, Commando, Cosabella,
MeUndies, Bread&Boxers, Frigo and others. The market includes increasing
competition from established companies who are expanding their production and
marketing of undergarments, as well as frequent new entrants. Competition is principally
on the basis of brand image and recognition, as well as product quality,
innovation, style, distribution, and price. Naked has the potential to perform
well against competition as a result of the quality, fit and performance of
products and  Naked collaboration with
NBA star Dywane Wade as a strategic partner helped Naked to develop as a
potential brand. The products introduced to the market by Naked Brand and the
products which will be introduced later on are targeted at a premium consumer
value point, which means retailing a high-quality product at a competitive
price to comparable products, which gives them the opportunity to penetrate the
market successfully.













Naked Brands. (2015). Annual report
2015. Retrieved from

Naked Brands. (2016). Annual report
2016. Retrieved from

Naked Brands. (2017). Annual report
2017. Retrieved from