Lanvin Group Holdings Ltd 20-F, filed Dec 20, 2022
Lanvin Group Holdings Ltd (LANV)
About this 20-F
Lanvin Group Holdings Ltd filed this 20-F on December 20, 2022, covering the fiscal year ended December 14, 2022.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(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
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: December 14, 2022
Commission File Number: 001-41569
LANVIN GROUP HOLDINGS LIMITED
(Exact name of Registrant as specified in its charter)
| Not applicable | Cayman Islands | |
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
Lanvin Group Holdings Limited
3701-02, Tower S2, Bund Finance Center,
600 Zhongshan Rd East No.2,
Shanghai, 200010, China
(Address of principal executive offices)
Yun Cheng
Telephone: (021) 6315 3873
Email: ir@lanvin-group.com
At the address of the Company set forth above
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of exchange on which registered | ||
| Ordinary shares | LANV | New York Stock Exchange | ||
| Warrants | LANW | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report: 130,971,070 ordinary shares, one convertible preference share and 31,980,000 warrants as of December 14, 2022.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 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. Yes ☐ No ☐
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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☒ | |||||
| Emerging growth company | ☒ | |||||||||
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark 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. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
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 over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☐ | International Financial Reporting Standards as issued | Other ☐ | ||||||
| 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 ☐
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
Table of Contents
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| ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
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| ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
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| ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
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| 17 |
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On December 14, 2022 (the “Closing Date”), Lanvin Group Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (“LGHL” or the “Company”), consummated the previously announced business combination pursuant to the business combination agreement, dated as of March 23, 2022 (as amended on October 17, 2022, October 20, 2022, October 28, 2022 and December 2, 2022, the “Business Combination Agreement”), by and among (i) the Company, (ii) Primavera Capital Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“PCAC”), (iii) Lanvin Group Heritage I Limited, a Cayman Islands exempted company incorporated with limited liability and wholly-owned subsidiary of LGHL (“Merger Sub 1”), (iv) Lanvin Group Heritage II Limited, a Cayman Islands exempted company incorporated with limited liability and wholly-owned subsidiary of LGHL (“Merger Sub 2”), and (v) Fosun Fashion Group (Cayman) Limited, a Cayman Islands exempted company incorporated with limited liability (“FFG”). Pursuant to the Business Combination Agreement, (i) PCAC merged with and into Merger Sub 1, with Merger Sub 1 surviving and remaining as a wholly-owned subsidiary of LGHL (the “Initial Merger”), (ii) following the Initial Merger, Merger Sub 2 merged with and into FFG, with FFG being the surviving entity and becoming a wholly-owned subsidiary of LGHL (the “Second Merger”), and (iii) subsequently, Merger Sub 1 as the surviving company of the Initial Merger merged with and into FFG as the surviving company of the Second Merger, with FFG surviving such merger (collectively with the Initial Merger, the Second Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).
As part of the Business Combination: (i) each of PCAC’s units (each consisting of one Class A ordinary share of PCAC, par value US$0.0001 per share (“PCAC Class A ordinary shares”) and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one PCAC Class A ordinary share at a price of US$11.50 per share, subject to adjustment (“PCAC Warrant”)) outstanding immediately prior to the effective time of the Initial Merger (the “Initial Merger Effective Time”) (to the extent not already separated) was separated into one PCAC Class A ordinary share and one-half of one PCAC Warrant; (ii) immediately following the separation of each PCAC unit, each (x) PCAC Class A ordinary share and (y) Class B ordinary share of PCAC, par value US$0.0001 per share (“PCAC Class B ordinary share”), issued and outstanding immediately prior to the Initial Merger Effective Time, was cancelled in exchange for the right to receive one newly issued ordinary share of LGHL, par value US$0.000001 per share (“Ordinary Share”); (iii) each PCAC Warrant outstanding immediately prior to the Initial Merger Effective Time was assumed by LGHL and converted into a warrant to purchase one Ordinary Share (“Warrant”), subject to substantially the same terms and conditions as were applicable to such PCAC Warrant immediately prior to the Initial Merger Effective Time; (iv) each ordinary share, non-voting ordinary share and preferred share in FFG held by the shareholders of FFG issued and outstanding immediately prior to the effective time of the Second Merger (excluding the preferred collateral share of FFG, par value EUR0.0001 per share, held by Meritz Securities co., Ltd, a corporation incorporated under the laws of the Republic of Korea (“Meritz”) (the “FFG Collateral Share”)) was cancelled in exchange for the right to receive such number of newly issued Ordinary Shares that is equal to the quotient obtained by dividing US$2.6926188 by US$10.00 (subject to rounding); and (v) the FFG Collateral Share was cancelled in exchange for the right to receive one newly issued convertible preference share of LGHL, par value US$0.000001 per share (“Convertible Preference Share”). Immediately prior to the Initial Merger Effective Time, Primavera Capital Acquisition LLC (the “Sponsor”) surrendered 6,014,375 PCAC Class B ordinary shares to PCAC for no consideration pursuant to a letter agreement entered into in December 2022, following which the number of PCAC Class B ordinary shares held by the Sponsor was reduced to 5,000,000.
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Concurrently with the execution of the Business Combination Agreement, LGHL, PCAC and certain investors (the “Initial PIPE Investors”), including Fosun Fashion Holdings (Cayman) Limited, a majority shareholder of FFG, entered into the initial subscription agreements (as restated and amended from time to time (including the amended and restated subscription agreement entered into on October 28, 2022), the “Initial PIPE Subscription Agreements”), pursuant to which the Initial PIPE Investors committed to subscribe for and purchase, in the aggregate, 5,000,000 Ordinary Shares for US$10 per share for an aggregate purchase price equal to US$50 million. Fosun Fashion Holdings (Cayman) Limited initially agreed to subscribe for and purchase 3,800,000 Ordinary Shares for an aggregate purchase price of US$38 million. Subsequently, on October 28, 2022, LGHL, PCAC, Fosun Fashion Holdings (Cayman) Limited, FFG and Fosun International Limited entered into an amended and restated subscription agreement, pursuant to which the number of Ordinary Shares to be purchased by Fosun Fashion Holdings (Cayman) Limited was increased to 13,327,225, upsizing the PIPE subscription investment of Fosun Fashion Holdings (Cayman) Limited to approximately US$133 million. The subscription commitment of US$125 million from Fosun Fashion Holdings (Cayman) Limited was effected by way of re-investment of all of the repayment proceeds of certain existing shareholder loans that were borrowed by FFG from Fosun International Limited for working capital purposes. On December 5, 2022, LGHL, PCAC and Handsome Corporation (the “Additional PIPE Investor,” and together with the Initial PIPE Investors, the “PIPE Investors”) entered into a subscription agreement (the “Additional PIPE Subscription Agreement,” and together with the Initial PIPE Subscription Agreements, the “PIPE Subscription Agreements”), pursuant to which the Additional PIPE Investor committed to subscribe for and purchase, in the aggregate, 800,000 Ordinary Shares for US$10 per share for an aggregate purchase price equal to US$8 million. On October 16, 2022, FFG and LGHL entered into a private placement subscription agreement with Meritz (the “Meritz Private Placement Subscription Agreement”), pursuant to which, Meritz subscribed for and purchased 18,569,282 ordinary shares of FFG and the FFG Collateral Share for an aggregate purchase price equal to US$50 million. In addition, around the time of PCAC’s initial public offering, PCAC entered into a forward purchase agreement with Sky Venture Partners L.P. (“Sky Venture”) dated January 4, 2021 and a forward purchase agreement with Aspex Master Fund (“Aspex”) dated January 5, 2021, pursuant to which each of Sky Venture and Aspex, respectively, committed to subscribe for and purchase 4,000,000 PCAC Class A ordinary shares, plus 1,000,000 PCAC Warrants (collectively, the “forward purchase units”), for an aggregate purchase price equal to US$40 million immediately prior to the Initial Merger Effective Time. In connection with the forward purchase agreements, the Sponsor transferred to each of Sky Venture and Aspex 500,000 PCAC Class B ordinary shares for no cash consideration. Sky Venture defaulted on its obligations under its forward purchase agreement to subscribe for and purchase the forward purchase units at the agreed time and the Sponsor cancelled the 500,000 PCAC Class B ordinary shares held by Sky Venture. Ordinary Shares issued pursuant to the PIPE Subscription Agreements and Ordinary Shares issued in exchange for the shares purchased pursuant to the Aspex’s forward purchase agreement and the Meritz Private Placement Subscription Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. The PIPE Investors, Meritz and Aspex were granted certain registration rights in connection with the PIPE Subscription Agreements, the Meritz Private Placement Subscription Agreement and the Aspex’s forward purchase agreement.
The Business Combination was consummated on December 14, 2022. The transaction was unanimously approved by PCAC’s Board of Directors and was approved at the extraordinary general meeting of PCAC’s shareholders held on December 9, 2022 (the “Extraordinary General Meeting”). PCAC’s shareholders also voted to approve all other proposals presented at the Extraordinary General Meeting. As a result of the Business Combination, PCAC has ceased to exist and the surviving company has become a wholly-owned subsidiary of the Company. On December 15, 2022, Ordinary Shares and Warrants commenced trading on the New York Stock Exchange, or NYSE, under the symbols “LANV” and “LANW,” respectively.
Certain amounts that appear in this Report may not sum due to rounding.
Unless otherwise indicated or required by context, references in this shell company report on Form 20-F (including information incorporated by reference herein, this “Report”) to “we,” “us,” “our,” or “LGHL” are to Lanvin Group Holdings Limited and/or its consolidated subsidiaries, as the context may require.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Report contains or may contain forward-looking statements as defined in Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve significant risks and uncertainties. Forward-looking statements include all statements that are not historical statements of fact and statements regarding, but not limited to, the respective expectations, hopes, beliefs, intention or strategies of LGHL, FFG or PCAC regarding the future. You can identify these statements by forward-looking words such as “may,” “expect,” “predict,” “potential,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” “will,” “would” and “continue” or similar words. The risk factors and cautionary language referred to or incorporated by reference in this Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in our forward-looking statements, including among other things, the matters identified in the section titled “Risk Factors” of the Company’s Amendment No. 5 of the Registration Statement on Form F-4 (333-266095) filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2022 (the “Form F-4”), which are incorporated by reference into this Report.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements contained in this Report, or the documents to which we refer readers in this Report, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
| A. | Directors and Senior Management |
The directors and executive officers of the Company upon the consummation of the Business Combination are set forth in the Form F-4, in the section titled “Management of LGHL Following the Business Combination,” which is incorporated herein by reference. The business address for each of the Company’s directors and executive officers is 3701-02, Tower S2, Bund Finance Center, 600 Zhongshan Rd East No.2, Shanghai, 200010, China.
| B. | Adviser |
Freshfields Bruckhaus Deringer will act as counsel to the Company upon and following the consummation of the Business Combination.
| C. | Auditors |
Grant Thornton Zhitong Certified Public Accountants LLP acted as the independent auditor for FFG as of December 31, 2021 and 2020 and for each of the years in the two-year period ended December 31, 2021 and will continue to act as the independent auditor of the Company upon the consummation of the Business Combination.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
| A. | [Reserved] |
| B. | Capitalization and Indebtedness |
The following table sets forth the capitalization of the Company on an unaudited pro forma combined basis as of June 30, 2022, after giving effect to the Business Combination, the PIPE Subscription Agreements, the Meritz Private Placement Agreement and the Aspex’s forward purchase agreement.
| As of June 30, 2022 (pro forma) |
(€ in thousands) | |||
| Cash and cash equivalents |
126,842 | |||
| Total equity |
378,037 | |||
| Debt: |
||||
| Non-current borrowings |
9,583 | |||
| Current borrowings |
100,443 | |||
| Total indebtedness |
110,026 | |||
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| Total capitalization |
488,063 | |||
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| C. | Reasons for the Offer and Use of Proceeds |
Not applicable.
| D. | Risk Factors |
The risk factors associated with the Company are described in the Form F-4 in the section titled “Risk Factors,” which is incorporated herein by reference.
ITEM 4. INFORMATION ON THE COMPANY
| A. | History and Development of the Company |
LGHL was incorporated as an exempted company limited by shares on October 13, 2021. LGHL has been the consolidating entity for purposes of FFG’s financial statements since the consummation of the Business Combination on December 14, 2022. The history and development of LGHL and the material terms of the Business Combination are described in the Form F-4 under the sections entitled “Summary of the Proxy Statement/Prospectus,” “The Business Combination Proposal,” “Information related to LGHL” and “Description of LGHL Securities,” which are incorporated herein by reference.
LGHL’s registered office is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, and LGHL’s principal executive office is 3701-02, Tower S2, Bund Finance Center, 600 Zhongshan Rd East No.2, Shanghai, 200010, China. LGHL’s principal website address is https://www.lanvin-group.com. We do not incorporate the information contained on, or accessible through, LGHL’s websites into this Report, and you should not consider it a part of this Report. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is www.sec.gov.
| B. | Business Overview |
Following and as a result of the Business Combination, all of LGHL’s business is conducted through FFG and its subsidiaries. A description of the business is included in the Form F-4 in the sections entitled “Business of Lanvin Group” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lanvin Group,” which are incorporated herein by reference.
| C. | Organizational Structure |
Upon the consummation of the Business Combination, PCAC ceased to exist and the surviving company became a wholly-owned subsidiary of LGHL. The following diagram depicts an organizational structure of LGHL as of the date of this Report. Except as otherwise specified, equity interests depicted in this diagram are held as to 100%.
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| (1) | Includes a total of four other wholly-owned subsidiaries incorporated in the PRC: (i) Shanghai Fulang Brand Management (Group) Co., Ltd., (ii) Fosun Fashion (Hainan) Industry Development Co., Ltd., (iii) Fosun Fashion (Shanghai) Consulting Management Co., Ltd. and (iv) LANV FASHION PTE. LTD. |
| (2) | Includes a total of six wholly-owned subsidiaries: (i) Sergio Rossi Hong Kong Limited, a company incorporated in Hong Kong, (ii) Sergio Rossi Japan Limited, a company incorporated in Japan, (iii) Sergio Rossi UK Limited, a company incorporated in United Kingdom, (iv) Sergio Rossi USA Inc., a company incorporated in the U.S., (v) Sergio Rossi Retail s.r.l., a company incorporated in Italy and (vi) Sergio Rossi Deutschland GmbH, a company incorporated in Germany. Sergio Rossi Shanghai Trading Limited, a company incorporated in the PRC, is a wholly-owned subsidiary of Sergio Rossi Hong Kong Limited. |
| (3) | Includes a total of 13 wholly-owned subsidiaries: (i) Wolford Deutschland GmbH, a company incorporated in Germany, (ii) Wolford (Schweiz) AG, a company incorporated in Switzerland, (iii) Wolford London Ltd. (UK), a company incorporated in United Kingdom, (iv) Wolford Paris S.A.R.L., a company incorporated in France, (v) Wolford Italia S.r.l., a company incorporated in Italy, (vi) Wolford España S.L., a company incorporated in Spain, (vii) Wolford Scandinavia ApS, a company incorporated in Denmark, (viii) Wolford America, Inc., a company incorporated in the U.S., (ix) Wolford Nederland B.V., a company incorporated in Netherlands, (x) Wolford Canada Inc., a company incorporated in Canada, (xi) Wolford Asia Limited, a company incorporated in Hong Kong, (xii) Wolford Belgium N.V., a company incorporated in Belgium, and (xiii) Wolford (Shanghai) Trading Co., Ltd., a company incorporated in the PRC. Wolford Berangere, a company incorporated in France, is a wholly-owned subsidiary of Wolford Paris S.A.R.L. |
| (4) | Includes a total of eight wholly-owned subsidiaries incorporated in the U.S.: (i) L1 Bal Harbour LLC, (ii) L2 Crystals LLC, (iii) L3 Madison LLC, (iv) L4 Rodeo Drive LLC, (v) L5 US ECOM LLC, (vi) L6 MADISON, LLC, (vii) L7 Chicago LLC, and (viii) L8 South Coast Plaza LLC. |
| (5) | Includes a total of two wholly-owned subsidiaries incorporated in Italy: (i) L1 Outlet Srl and (ii) L1 Services Srl. |
| (6) | Includes a total of two wholly-owned subsidiaries: (i) Lans Atelier (SHANGHAI) Trading Co., Ltd., a company incorporated in the PRC and (ii) LANVIN MACAU LIMITED, a company incorporated in Macao. |
| (7) | One ordinary share of LANVIN ASIA PACIFIC LIMITED is held by LANVIN JAPAN K.K. |
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| D. | Property, Plants and Equipment |
LGHL’s property, plants and equipment are held through FFG. Information regarding FFG’s property, plants and equipment is described in the Form F-4 under the section entitled “Business of Lanvin Group—Property, Plant and Equipment,” which is incorporated herein by reference.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The discussion and analysis of the financial condition and results of operation of FFG, is included in the Form F-4 in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lanvin Group,” which is incorporated herein by reference.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
| A. | Directors and Senior Management |
The directors and executive officers upon the consummation of the Business Combination are set forth in the Form F-4, in the section titled “Management of LGHL Following the Business Combination,” which is incorporated herein by reference.
| B. | Compensation |
Information pertaining to the compensation of the directors and executive officers of LGHL is set forth in the Form F-4, in the sections titled “Management of LGHL Following the Business Combination—Compensation of Directors and Executive Officers,” “Management of LGHL Following the Business Combination—Employment Agreements and Indemnification Agreements” and “Management of LGHL Following the Business Combination—Share Incentive Plans,” which are incorporated herein by reference.
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| C. | Board Practices |
Information pertaining to the Company’s board practices is set forth in the Form F-4, in the section titled “Management of LGHL Following the Business Combination,” which is incorporated herein by reference.
| D. | Employees |
Information pertaining to LGHL’s employees is set forth in the Form F-4, in the section titled “Business of Lanvin Group—Employees,” which is incorporated herein by reference.
| E. | Share Ownership |
Ownership of the Company’s shares by its directors and executive officers upon the consummation of the Business Combination is set forth in Item 7.A of this Report.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
| A. | Major Shareholders |
The following table sets forth information regarding the beneficial ownership of Ordinary Shares as of December 14, 2022 by:
| • | each person known by us to be the beneficial owner of more than 5% of Ordinary Shares; |
| • | each of our directors and executive officers; and |
| • | all our directors and executive officers as a group. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if that person possesses sole or shared voting or investment power over that security. A person is also deemed to be a beneficial owner of securities that the person has a right to acquire within 60 days including, without limitation, through the exercise of any option, warrant or other right or the conversion of any other security. Such securities, however, are deemed to be outstanding only for the purpose of computing the percentage beneficial ownership of that person but are not deemed to be outstanding for the purpose of computing the percentage beneficial ownership of any other person. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.
The calculations of the percentage of beneficial ownership are based on 130,971,070 Ordinary Shares issued and outstanding, as of December 14, 2022.
Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.
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Name of Beneficial Owner
| Ordinary Shares | % of Total Ordinary Shares / Voting Power |
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| Principal Shareholders |
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| Fosun International Limited(1) |
85,054,571 | 64.94 | % | |||||
| Fosun Fashion Holdings (Cayman) Limited(1) |
78,982,980 | 60.31 | % | |||||
| Brilliant Fashion Holdings Limited(2) |
8,651,247 | 6.61 | % | |||||
| Natixis(3) |
7,919,466 | 6.05 | % | |||||
| Directors and Executive Officers(4) |
||||||||
| Yun Cheng(2) |
8,651,247 | 6.61 | % | |||||
| Tong “Max” Chen |
— | — | ||||||
| Zhen Huang |
— | — | ||||||
| Shunjiang Qian |
— | — | ||||||
| Mitchell Alan Garber(5) |
421,912 | * | ||||||
| Jennifer Fleiss |
— | — | ||||||
| Jurjan Wouda Kuipers |
— | — | ||||||
| Kat Yu David Chan(6) |
* | * | ||||||
| Xiaojing Grace Zhao(6) |
* | * | ||||||
| Shang Hsiu Koo(6) |
* | * | ||||||
| Gong Cheng(6) |
* | * | ||||||
| All directors and executive officers as a group (11 individuals) |
9,073,159 | 6.93 | % | |||||
| * | Less than 1% of the total number of outstanding Ordinary Shares |
| (1) | Represents (i) 78,982,980 Ordinary Shares held by Fosun Fashion Holdings (Cayman) Limited, including Ordinary Shares issued to Fosun Fashion Holdings (Cayman) Limited pursuant to the Initial PIPE Subscription Agreements, and (ii) 6,071,591 Ordinary Shares held by Yujing Fashion (BVI) Limited. Fosun Fashion Holdings (Cayman) Limited is wholly-owned by Fosun International Limited (HKSE Stock Code: 0656). Yujing Fashion (BVI) Limited is wholly-owned by Yu Jing Industrial Limited, which is in turn wholly owned by Shanghai Yuyuan Tourist Mart (Group) Co., Ltd. Shanghai Yuyuan Tourist Mart (Group) Co., Ltd is majority-owned by Fosun International Limited (HKSE Stock Code: 00656) indirectly through a number of intermediate subsidiaries. The business address of each of Fosun Fashion Holdings (Cayman) Limited and Yujing Fashion (BVI) Limited is 3701-02, Tower S2, Bund Finance Center, 600 Zhongshan Rd East No.2, Shanghai, 200010, China. |
| (2) | Represents 8,651,247 Ordinary Shares held by Brilliant Fashion Holdings Limited, which is the settlor of our employee incentive award plan trust with Futu Trustee Limited as the trustee. See the section titled “Management of LGHL Following the Business Combination—Share Incentive Plans” in the Form F-4, which is incorporated herein by reference. As the sole director of Brilliant Fashion Holdings Limited, Yun Cheng is the administrator of our employee incentive award plan. In addition, Yun Cheng is the sole shareholder of Creative Fashion Holdings Limited, which holds the sole voting share (Class A ordinary share) of Brilliant Fashion Holdings Limited. Therefore, Yun Cheng has voting power and dispositive power over Ordinary Shares held by Brilliant Fashion Holdings Limited and may be deemed the beneficial owner of such Ordinary Shares, including 1,619,752 of which, Yun Cheng has dispositive power over due to her right to receive within 60 days after December 14, 2022 the economic beneficiary interest corresponding to such number of Ordinary Shares pursuant to our employee incentive award plan. The business address of Brilliant Fashion Holdings Limited is 3701-02, Tower S2, Bund Finance Center, 600 Zhongshan Rd East No.2, Shanghai, 200010, China. |
| (3) | In respect of the 7,919,466 Ordinary Shares held by Natixis, Fosun International Limited entered into a financing total return swap (“TRS”) with Natixis, as evidenced by a Confirmation dated as of September 16, 2019 and governed by an ISDA Master Agreement dated as of September 12, 2017 between Natixis and Fosun International Limited, as such confirmation or agreement (as the case may be) may be amended and supplemented from time to time, pursuant to which, among other things, Natixis passed through to Fosun International Limited the full economic exposure to LGHL after the Merger Effective Time (as defined within the TRS). |
| (4) | The business address of each of the directors and executive officers of the Company is 3701-02, Tower S2, Bund Finance Center, 600 Zhongshan Rd East No.2, Shanghai, 200010, China. |
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| (5) | Represents 421,912 Ordinary Shares held by Stephenson Management Inc., a holding company wholly-owned by Mitchell Alan Garber and his spouse Anne-Marie Boucher. The business address of Stephenson Management Inc. is 2200 Stanley Street, Montreal, Quebec, Canada. |
| (6) | Represents Ordinary Shares over which such person has dispositive power due to such person’s right to receive within 60 days after December 14, 2022 the economic beneficiary interest corresponding to such number of Ordinary Shares pursuant to our employee incentive award plan. |
| B. | Related Party Transactions |
Information pertaining to LGHL’s related party transactions is set forth in the Form F-4, in the section titled “Certain Relationships and Related Person Transactions—Lanvin Group and LGHL’s Relationships and Related Party Transactions,” which is incorporated herein by reference.
| C. | Interests of Experts and Counsel |
None / Not applicable.
| A. | Consolidated Statements and Other Financial Information |
Financial Statements
Consolidated financial statements have been filed as part of this Report. See Item 18 “Financial Statements.”
Legal Proceedings
Legal or arbitration proceedings are described in the Form F-4 under the heading “Information Related to LGHL—Legal Proceedings,” which is incorporated herein by reference.
Dividend Policy
LGHL’s policy on dividend distributions is described in the Form F-4 under the heading “Description of LGHL Securities—Ordinary Shares—Dividends,” which is incorporated herein by reference.
| ITEM 9. | THE OFFER AND LISTING |
| A. | Offer and Listing Details |
Ordinary Shares and Warrants are listed on NYSE under the symbols “LANV” and “LANW,” respectively. Holders of Ordinary Shares and Warrants should obtain current market quotations for their securities.
| B. | Plan of Distribution |
Not applicable.
| C. | Markets |
Ordinary Shares and Warrants are listed on NYSE under the symbols “LANV” and “LANW,” respectively.
| D. | Selling Shareholders |
Not applicable.
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| E. | Dilution |
Not applicable.
| F. | Expenses of the Issue |
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
| A. | Share Capital |
The Company’s authorized share capital is US$50,000 divided into (a) 49,984,999,999 Ordinary Shares, (b) 15,000,000 non-voting ordinary shares with a par value of US$0.000001 each (“Non-Voting Shares”) and (c) one Convertible Preference Share.
As of December 14, 2022, subsequent to the closing of the Business Combination, 130,971,070 Ordinary Shares and one Convertible Preference Share were outstanding and issued. The Convertible Preference Share is convertible into an aggregate number of up to 15,000,000 Non-Voting Shares and/or Ordinary Shares (subject to any adjustment as a result of any share subdivision or consolidation of the shares of the Company) at the election of Meritz upon the occurrence of certain events. There are also 31,980,000 Warrants outstanding, each whole warrant exercisable at US$11.50 per one Ordinary Share, of which 20,700,000 are public warrants (“Public Warrants”) listed on NYSE and 11,280,000 are private placement warrants (“Private Warrants”) held by the Sponsor and Aspex.
| B. | Memorandum and Articles of Association |
The articles of association of the Company effective as of December 14, 2022 are filed as part of this Report.
The description of the articles of association of LGHL contained in the Form F-4 in the section titled “Description of LGHL Securities” is incorporated herein by reference.
| C. | Material Contracts |
Material Contracts Relating to LGHL’s Operations
Information pertaining to LGHL’s material contracts is set forth in the Form F-4, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lanvin Group—Liquidity and Capital Resources—Borrowing,” “Business of Lanvin Group,” “Risk Factors—Risks Relating to LGHL’s Business and Operations Following the Business Combination,” and “Certain Relationships and Related Person Transactions,” each of which is incorporated herein by reference.
Material Contracts Relating to the Business Combination
Business Combination Agreement
The description of the Business Combination Agreement in the Form F-4 in the section titled “The Business Combination Proposal” is incorporated herein by reference.
Related Agreements
The description of the material provisions of certain additional agreements entered into pursuant to the Business Combination Agreement in the Form F-4 in the section titled “Summary of the Material Terms of the Business Combination—Ancillary Agreements” is incorporated herein by reference.
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| D. | Exchange Controls |
There are no governmental laws, decrees, regulations or other legislation in the Cayman Islands that may affect the import or export of capital, including the availability of cash and cash equivalents for use by LGHL, or that may affect the remittance of dividends, interest, or other payments by LGHL to non-resident holders of its Ordinary Shares. There is no limitation imposed by the laws of the Cayman Islands or in LGHL’s articles of association on the right of non-residents to hold or vote shares.
| E. | Taxation |
Information pertaining to tax considerations is set forth in the Form F-4, in the sections titled “Certain Tax Considerations” which is incorporated herein by reference.
| F. | Dividends and Paying Agents |
Information regarding LGHL’s policy on dividends is described in the Form F-4 under the heading “Description of LGHL Securities—Ordinary Shares—Dividends,” which is incorporated herein by reference. LGHL has not identified a paying agent.
| G. | Statement by Experts |
The consolidated financial statements of FFG incorporated by reference in this Report have been so incorporated by reference in reliance upon such report of Grant Thornton Zhitong Certified Public Accountants LLP, independent registered public accountants, upon the authority of the said firm as expert in accounting and auditing.
The financial statements of PCAC incorporated by reference in this Report have been so incorporated by reference in reliance upon such report of WithumSmith+Brown, PC, independent registered public accountants, upon the authority of the said firm as expert in accounting and auditing.
| H. | Documents on Display |
We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. We may, but are not required, to furnish to the SEC, on Form 6-K, unaudited financial information after each of our first three fiscal quarters. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC.
| I. | Subsidiary Information |
Not applicable.
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| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The information set forth in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operation of Lanvin Group—Qualitative and Quantitative Information on Financial Risks” in the Form F-4 is incorporated herein by reference.
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
Warrants
Upon the completion of the Business Combination, there were 20,700,000 Public Warrants outstanding. The Public Warrants, which entitle the holder to purchase one Ordinary Share for each one whole Public Warrant at an exercise price of US$11.50 per share, will become exercisable on January 13, 2023, which is 30 days after the completion of the Business Combination. The Public Warrants will expire on December 14, 2027 (i.e., five years after the completion of the Business Combination) or earlier upon redemption or liquidation in accordance with their terms. Upon the completion of the Business Combination, there were also 10,280,000 Private Warrants held by the Sponsor and 1,000,000 Private Warrants held by Aspex. The Private Warrants are identical to the Public Warrants in all material respects, except that with respect to the Private Warrants held by the Sponsor, so long as they are held by the Sponsor or its permitted transferees, such Private Warrants (i) are not redeemable, (ii) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until January 13, 2023, which is 30 days after the completion of the Business Combination, (iii) may be exercised by the holders on a cashless basis, and (iv) are entitled to registration rights.
Not applicable.
| ITEM 17. | FINANCIAL STATEMENTS |
Not applicable.
| ITEM 18. | FINANCIAL STATEMENTS |
The audited consolidated financial statements of FFG and its subsidiaries as of December 31, 2021 and 2020 and for the years ended December 31, 2021 and 2020 contained in the Form F-4 between pages F-28 and F-88 are incorporated herein by reference.
The unaudited interim condensed consolidated financial statements of FFG and its subsidiaries as of June 30, 2022 and for the six months ended June 30, 2022 and 2021 contained in the Form F-4 between pages F-2 and F-27 are incorporated herein by reference.
The unaudited condensed financial statements of PCAC as of June 30, 2022 and for the six months ended June 30, 2022 and the audited condensed financial statements of PCAC as of December 31, 2021 and 2020 and for the year ended December 31, 2021 and the period from July 16, 2022 (inception) through December 31, 2022 contained in the Form F-4 between pages F-89 and F-135 are incorporated herein by reference.
The unaudited pro forma condensed combined financial information of FFG and PCAC are attached as Exhibit 15.1 to this Report.
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| * Filed herewith. | ||
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The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Report on its behalf.
| LANVIN GROUP HOLDINGS LIMITED | ||||||
| December 20, 2022 | By: | /s/ Yun Cheng | ||||
| Name: Yun Cheng | ||||||
| Title: Chief Executive Officer | ||||||
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Exhibit 4.7
BRILLIANT FASHION HOLDINGS LIMITED
2021 INCENTIVE AWARD PLAN
1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business.
2. Definitions. The following definitions shall apply as used herein and in the individual Award Agreements except as defined otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition shall supersede the definition contained in this Section 2.
(a) “Administrator” means the Board of the Company.
(b) “Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of federal securities laws, state corporate and securities laws, the rules of any applicable stock exchange or national market system, and the rules of any jurisdiction applicable to Awards granted to residents therein.
(c) “Assumed” means that pursuant to a Corporate Transaction either (i) the Award is expressly affirmed by the Company or (ii) the contractual obligations represented by the Award are expressly assumed (and not simply by operation of law) by the successor entity or its Parent in connection with the Corporate Transaction with appropriate adjustments to the number and type of securities of the successor entity or its Parent subject to the Award and the exercise or purchase price thereof which at least preserves the compensation element of the Award existing at the time of the Corporate Transaction as determined in accordance with the instruments evidencing the agreement to assume the Award.
(d) “Award” means the grant of certain economic beneficiary interest corresponding to Shares under the Plan and the individual Award Agreement.
(e) “Award Agreement” means the written agreement evidencing the grant of an Award executed by the Company and the Grantee, including any amendments thereto, which includes the Option Award Agreement (under which the Grantee is granted an option to acquire an Award) and the Co-Investment Award Agreement (under which the Grantee agrees to purchase an Award).
(f) “Board” means the Board of Directors of the Company.
(g) “Cause” means, with respect to the termination by the Company or a Related Entity of the Grantee’s Continuous Service, that such termination is for “Cause” as such term is expressly defined in a then-effective written agreement between the Grantee and the Company or such Related Entity, or in the absence of such then-effective written agreement and definition, is based on, in the determination of the Administrator, the Grantee’s: (i) material breach of the employment contract, confidentiality agreement or non-compete agreement with the Company or a Related Entity; or (ii) commission of a crime involving dishonesty.
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(h) “Controlling Shareholder” means the shareholder holding the largest number of shares in FFG (on a fully-diluted and as-converted basis). At the date of adoption of the Plan, Controlling Shareholder means Fosun International Limited (HK 00656).
(i) “Company” means Brilliant Fashion Holdings Limited, a company incorporated under the laws of the British Virgin Islands.
(j) “Consultant” means any person (other than an Employee or a Director, solely with respect to rendering services in such person’s capacity as an Employee or Director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or such Related Entity.
(k) “Continuous Service” means that the provision of services to the Company or a Related Entity in any capacity of Employee, Director or Consultant is not interrupted or terminated. Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entity, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director or Consultant (except as otherwise provided in the Award Agreement). An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave.
(l) “Corporate Transaction” means (as determined by the Administrator acting reasonably) any of the following transactions:
(i) a merger or consolidation in which FFG is not the surviving entity;
(ii) the sale, transfer or other disposition of all or substantially all of the assets of FFG;
(iii) the complete liquidation or dissolution of FFG;
(iv) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which FFG is the surviving entity but (A) the ordinary shares of FFG outstanding immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of FFG’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger, including any transaction which may cause Fosun International Limited (HK 00656) to cease to own, directly or indirectly, fifty percent (50%) of the total combined voting power of FFG’s outstanding securities, but excluding any such transaction or series of related transactions that the Administrator determines shall not be a Corporate Transaction; or
(v) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership of securities possessing more than fifty percent (50%) of the total combined voting power of FFG’s outstanding securities but excluding any such transaction or series of related transactions that the Administrator determines shall not be a Corporate Transaction.
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For the avoidance of doubt, a business combination which is an IPO (as defined below) shall not be a Corporate Transaction.
(m) “Director” means a member of the Board or the board of directors of any Related Entity.
(n) “Disability” means as defined under the long-term disability policy of the Company or the Related Entity to which the Grantee provides services regardless of whether the Grantee is covered by such policy. If the Company or the Related Entity to which the Grantee provides service does not have a long-term disability plan in place, “Disability” means that a Grantee is unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any medically determinable physical or mental impairment for a period of not less than one hundred and eighty (180) consecutive days.
(o) “Employee” means any person, including a Director, who is in the employment of the Company or any Related Entity, subject to the control and direction of the Company or any Related Entity as to both the work to be performed and the manner and method of performance. The payment of a director’s fee by the Company or a Related Entity shall not be sufficient to constitute “employment” by the Company.
(p) “Fair Market Value” means, as of any date, the corresponding economic value of Shares covered by or linked to an Award, which is indirectly represented by the fair market value of FFG’s shares determined as follows:
(i) If the shares of FFG or its listed entity are traded on a securities exchange, the value shall be deemed to be the average of the security’s closing prices on such exchange over the thirty (30) day period ending one (1) day prior to the distribution, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;
(ii) If the shares of FFG or its listed entity are traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) days prior to the distribution as reported in The Wall Street Journal or such other source as the Administrator deems reliable; and
(iii) In the absence of an established market for FFG or its listed entity of the type described in (i) and (ii), above, the Fair Market Value thereof shall be calculated on the basis of the post-money valuation of FFG in the latest round of equity financing prior to the date of determination.
(q) “FFG” means Fosun Fashion Group (Cayman) Limited, a company incorporated under the laws of the Cayman Islands, its successor corporation or the Listed Entity.
(r) “Grantee” means an Employee, Director or Consultant who receives an Award under the Plan. For the purpose of this Plan, the scope of “Grantees” includes (i) for the headquarters of the Company, Employees with Executive Director/Senior Director title, and other Employees who have made special contribution to the Company as determined by the Administrator; (ii) for other branches or departments of the Company, Consultants or key management team members with CEO, CFO, CTO or other similar titles.
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(s) “IPO” means the initial public offering in connection with the listing of the equity securities of FFG, or a business combination between FFG and a listed entity (or its affiliates) pursuant to which such listed entity (or another new listed entity, as applicable) (the “Listed Entity”) will directly or indirectly acquire 100% of the share capital of FFG.
(t) “Parent” means in relation to a company (a subsidiary company), any company (other than the subsidiary company) in an unbroken chain of companies ending with the subsidiary company, if each of the companies other than the subsidiary company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other companies in such chain.
(u) “Plan” means this 2021 Incentive Award Plan.
(v) “Related Entity” means any Parent or Subsidiary of the Company or FFG and any business, corporation, partnership, limited liability company or other entity in which (i) the Company, (ii) FFG or (iii) a Parent or a Subsidiary of the Company or FFG holds a substantial ownership interest, directly or indirectly.
(w) “Replaced” means that pursuant to a Corporate Transaction, the Award is replaced with a comparable share or stock award or a cash incentive program of the Company, the successor entity (if applicable) or Parent of either of them which preserves the compensation element of such Award existing at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same (or a more favorable) vesting schedule applicable to such Award. The determination of Award comparability shall be made by the Administrator and its determination shall be final, binding and conclusive.
(x) “Share” means a class B ordinary share with the par value of USD1.00, of the Company having the rights and restrictions set out in the Memorandum and Articles of Association of the Company, amended from time to time.
(y) “Subsidiary” means in relation to a company (a holding company), any company (other than the holding company) in an unbroken chain of companies beginning with the holding company, if each of the companies other than the last company in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other companies in such chain.
(z) “Trustee” means the trust company as nominated by the Company, acting as the trustee in respect of the Awards.
3. Awards Subject to the Plan.
(a) Subject to the provisions of Section 10 below, the maximum aggregate number of Shares which may be issued or linked with the economic beneficiary interest pursuant to all Awards is 32,129,493 Shares (proportionally adjusted to reflect any share dividends, share splits, or similar transactions).
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(b) Any Award (or portion of an Award) which is forfeited, canceled or expires (whether voluntarily or involuntarily) shall be deemed not to have been granted for purposes of determining the maximum aggregate number of Shares corresponding to the total Awards as set out in subsection (a) above. To the extent not prohibited by the listing requirements of The New York Stock Exchange (or other established stock exchange or national market system) (if applicable) and Applicable Law, any Award which are surrendered (i) in payment of the Award exercise or purchase price or (ii) in satisfaction of tax withholding obligations incident to the exercise of an Award shall be deemed not to have been issued for purposes of determining the maximum number of Shares corresponding to the total Awards as set out in subsection (a) above, unless otherwise determined by the Administrator.
4. Administration of the Plan.
(a) Plan Administrator.
(i) Administration. The Plan shall be administered by the Administrator.
(ii) Administration Errors. In the event that an Award is granted in a manner inconsistent with the provisions of this subsection (a), such Award shall be presumptively valid as of its grant date to the extent permitted by the Applicable Laws.
(b) Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any other powers given to the Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority, in its discretion:
(i) to select the Employees, Directors and Consultants to whom Awards may be granted from time to time hereunder;
(ii) to determine whether and to what extent Awards are granted hereunder;
(iii) to determine the number of Shares or the amount of other consideration to be covered by each Award granted hereunder;
(iv) to approve forms of Award Agreements for use under the Plan;
(v) to determine the terms and conditions of any Award granted hereunder;
(vi) to amend the terms of any outstanding Award granted under the Plan, provided that any amendment that would adversely affect the Grantee’s rights under an outstanding Award shall not be made without the Grantee’s written consent;
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(vii) to construe and interpret the terms of the Plan and Awards, including without limitation, any notice of award or Award Agreement, granted pursuant to the Plan; and
(viii) to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate.
(c) Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or Employees of the Company or a Related Entity, members of the Board and any Employee of the Company or a Related Entity to whom authority to act for the Board, the Administrator or the Company is delegated shall be defended and indemnified by the Company to the extent permitted by law on an after-tax basis against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any claim, investigation, action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any Award granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by the Company) or paid by them in satisfaction of a judgment in any such claim, investigation, action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such claim, investigation, action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct; provided, however, that within thirty (30) days after the institution of such claim, investigation, action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at the Company’s expense to defend the same.
5. Eligibility. Awards may be granted to Employees, Directors and Consultants. An Employee, Director or Consultant who has been granted an Award may, if otherwise eligible, be granted additional Awards.
6. Terms and Conditions of Awards.
(a) Types of Awards. The Administrator is authorized under the Plan to award any type of arrangement to an Employee, Director or Consultant that is not inconsistent with the provisions of the Plan and that by its terms involves or might involve the issuance of any economic beneficiary interest or similar right with a fixed or variable price related to the Shares as determined in the Administrator’s sole discretion and with an exercise or conversion privilege related to the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions. Such awards include, without limitation, the right to obtain the economic beneficiary interest related to Shares of the Company.
(b) Designation of Award. Each Award shall be designated in the Award Agreement.
(c) Trust Vehicle. The Board will appoint a Trustee to assist with the administration and vesting of the Awards granted pursuant to this Plan and the relevant Award Agreement.
(d) Conditions of Award. Subject to the terms of the Plan, the Administrator shall determine the provisions, terms, and conditions of each Award including, but not limited to, the repurchase provisions, termination provisions, form of payment (cash or other consideration) upon settlement of the Award, payment contingencies, and satisfaction of any performance criteria. Partial achievement of the specified criteria may result in a payment or vesting corresponding to the degree of achievement as specified in the Award Agreement.
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(e) Acquisitions and Other Transactions. The Administrator may issue Awards under the Plan in settlement, assumption or substitution for, outstanding awards or obligations to grant future awards in connection with the Company or a Related Entity acquiring another entity, an interest in another entity or an additional interest in a Related Entity whether by merger, share purchase, asset purchase or other form of transaction.
(f) Deferral of Award Payment. The Administrator may establish one or more programs under the Plan to permit selected Grantees the opportunity to elect to defer receipt of consideration upon exercise or purchase of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Grantee to cash payment or other consideration under an Award. The Administrator may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts or other consideration so deferred, and such other terms, conditions, rules and procedures that the Administrator deems advisable for the administration of any such deferral program.
(g) Separate Programs. The Administrator may establish one or more separate programs under the Plan for the purpose of issuing particular forms of Awards to one or more classes of Grantees on such terms and conditions as determined by the Administrator from time to time.
(h) Early Exercise. The Option Award Agreement may, but need not, include a provision whereby the Grantee may elect at any time while an Employee, Director or Consultant to exercise any part or all of the Award prior to full vesting of the Award. Any unvested part of the Award received pursuant to such exercise may be subject to a repurchase right in favor of the Company or a Related Entity or to any other restriction the Administrator determines to be appropriate.
(i) Term of Award. The term of each Award shall be the term stated in the Award Agreement. Notwithstanding the foregoing, the specified term of any Award shall not include any period for which the Grantee has elected to defer the receipt of the Shares or cash issuable pursuant to the Award.
(j) Transferability of Awards. Subject to the Applicable Laws, Awards shall be transferable (i) by will and by the laws of descent and distribution and (ii) during the lifetime of the Grantee, to the extent and in the manner as set forth in the Option Award Agreement or otherwise authorized by the Administrator. Notwithstanding the foregoing, (x) the Grantee may designate one or more beneficiaries of the Grantee’s Award in the event of the Grantee’s death on a beneficiary designation form provided by the Administrator; and (y) in the circumstance that any investor invests in FFG prior to the IPO, the Grantee may exercise the vested Award held by such Grantee in accordance with the relevant Option Award Agreement and instruct the Company to transfer certain amount of shares of FFG corresponding to such vested Award to such investor with prior approval by the Board, provided that the aggregate amount of Award exercised under this subsection (y) shall in no event exceed 50% of the total vested Award held by such Grantee at any time.
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(k) Time of Granting Awards. The date of grant of an Award shall for all purposes be the date on which the Administrator makes the determination to grant such Award, or such other date as is determined by the Administrator.
7. Award Exercise or Purchase Price and Consideration.
(a) Exercise or Purchase Price. The exercise or purchase price, if any, for an Award shall be determined by the Administrator. With respect to any existing management team member as of the effective date of the Plan, the exercise or purchase price shall be either EUR1.00 or EUR 2.04 for each Share covered by or linked to an Award as set out in the individual Award Agreement. With respect to any Employee, Director or Consultant providing Continuous Service after the effective date of the Plan, unless otherwise determined by the Administrator, the exercise or purchase price shall be, in principle, the higher of (i) EUR2.04 for each Share covered by or linked to an Award, plus a simple interest of 8% to 10% per annum; and (ii) 50% to 100% of the then Fair Market Value.
Notwithstanding the foregoing provisions of this Section 7(a), in the case of an Award issued pursuant to Section 6(a) above, the exercise or purchase price for the Award shall be determined in accordance with the provisions of the relevant instrument evidencing the agreement to issue such Award.
(b) Consideration. Subject to Applicable Laws, the consideration to be paid for the exercise or purchase of an Award including the method of payment, shall be determined by the Administrator. In addition to any other types of consideration the Administrator may determine, the Administrator is authorized to accept as consideration for Shares issued under the Plan the following:
(i) cash;
(ii) check;
(iii) if the exercise or purchase occurs on or after the IPO, payment through a broker-dealer sale of certain amount of shares of FFG corresponding to the Award and remittance procedure pursuant to which the Grantee shall provide written instructions to the Company, and the Company, shall instruct the Trustee or its designated brokerage firm (as applicable) to effect the immediate sale of certain amount of shares of FFG corresponding to some or all of such exercised or purchased Award and remit to the Company sufficient funds to cover the aggregate exercise or purchase price payable for the exercised or purchased Awards; or
(iv) any combination of the foregoing methods of payment.
The Administrator may at any time or from time to time, by adoption of or by amendment to the standard forms of Award Agreement described in Section 4(b)(iv), or by other means, grant Awards which do not permit all of the foregoing forms of consideration to be used in payment for the Award or which otherwise restrict one or more forms of consideration.
8
8. Exercise of Award.
(a) Procedure for Exercise.
(i) Any Award granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator under the terms of the Plan and specified in the individual Option Award Agreement. In addition to any other conditions determined by the Administrator, the Administrator is authorized to determine certain exercise period for each year, during which the Grantees may elect to exercise the Award.
(ii) An Award or part of an Award shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Award by the person entitled to exercise the Award or part of the Award and full payment for the Award or part of the Award which is exercised, including, to the extent selected, use of the broker-dealer sale and remittance procedure to pay the exercise price as provided in Section 7(b)(iii).
(b) Exercise of Award Following Termination of Continuous Service.
(i) An Award may not be exercised after the termination date of such Award set forth in the Option Award Agreement and may be exercised following the termination of a Grantee’s Continuous Service only to the extent provided in the Option Award Agreement.
(ii) Where the Option Award Agreement permits a Grantee to exercise an Award following the termination of the Grantee’s Continuous Service for a specified period, the Award shall terminate to the extent not exercised on the last day of the specified period or the last day of the original term of the Award, whichever occurs first.
(c) Exercise in Violation of Applicable Law.
Notwithstanding the foregoing, regardless of whether an Award has otherwise become exercisable, the Award may not be exercised if the Administrator (in its sole discretion) determines that an exercise could violate any Applicable Laws.
9. Conditions Upon Issuance of Shares.
(a) Shares shall not be issued unless the issuance and delivery of such Shares pursuant thereto shall comply with all Applicable Laws, and shall be further subject to the approval of counsel for the Company with respect to such compliance.
(b) As a condition to the exercise or purchase of an Award, the Company may require the person exercising or purchasing such Award to represent and warrant at the time of any such exercise or purchase that the Awards are being obtained only for investment and without any present intention to sell or distribute if, in the opinion of counsel for the Company, such a representation is required by any Applicable Laws.
(c) As a condition to the exercise or purchase of an Award, the Grantee shall grant a power of attorney to the Board or any person designated by the Board to exercise the voting rights (if any) with respect to the Awards and the Company may require the person exercising or purchasing such Award to acknowledge and agree to be bound by the provisions of the shareholders agreement entered into by and among FFG and the shareholders of FFG from time to time.
9
10. Adjustments Upon Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan, the exercise or purchase price of each such outstanding Award, the maximum number of Awards may be granted to any Grantee in any fiscal year of the Company, as well as any other terms that the Administrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of issued Shares resulting from a share split, reverse share split, share dividend, combination or reclassification of the Shares, or similar transaction affecting the Shares, (ii) any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, or (iii) as the Administrator may determine in its discretion, any other transaction with respect to Shares including a corporate merger, consolidation, acquisition of property or equity, separation (including a spin-off or other distribution of shares or property), reorganization, liquidation (whether partial or complete) or any similar transaction; provided, however that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator and its determination shall be final, binding and conclusive. Except as the Administrator determines, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason hereof shall be made with respect to, the number or price of Shares covered by or linked to an Award.
11. Corporate Transactions, Co-Sale Event and Put Option.
(a) Acceleration of Award Upon Corporate Transaction. Except as provided otherwise in an individual Option Award Agreement, in the event of a Corporate Transaction, for the portion of each Award that is neither Assumed nor Replaced, such portion of the Award shall automatically become fully vested and exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at Fair Market Value) for all of the Shares at the time covered by or linked to such portion of the Award, 15 days (or other earlier date determined by the Administrator) prior to the specified effective date of such Corporate Transaction.
(b) Co-sale Event. In the event that the Controlling Shareholder directly or indirectly transfers any shares held by it to a third party (the “Buyer”), each Grantee shall be entitled to certain right to instruct the Company to transfer all corresponding shares of FFG held by the Company at the time covered by or linked to any exercised or purchased Award or any vested but not exercised Award (including any Award vested pursuant to Section 11(a) above) held by such Grantee to the Buyer at the same price, terms and conditions. Notwithstanding the forgoing, provisions under this Section 11(b) shall terminate upon the consummation of the IPO.
(c) Put-Option of the Grantees. After forty-eight (48) months after the applicable commencement date or issuance date for each Award granted to a Grantee, if (x) FFG satisfies all requirements for an IPO with a pre-money market capitalization of no less than the post-money valuation of FFG in the latest equity financing, and (y) the Controlling Shareholder decides to defer such IPO for more than twelve (12) months, such Grantee shall have an option (the “Put Option”) to require the Company (or any affiliated entity designated by the Company) to redeem the vested and/or purchased Award held by such Grantee (the “Redeemed Award”). The Price for the Redeemed Award (the “Redemption Price”) shall be calculated on the basis of the per share price determined based on the Redemption Valuation (with a discount determined by the Board, if any), minus the exercise or purchase price of such Redeemed Award. “Redemption Valuation” shall mean the post-money valuation of FFG in the latest round of equity financing within twelve (12) months prior to the date of such redemption; and if FFG does not complete any equity financing within twelve (12) months prior to the date of such redemption, the valuation of FFG shall be determined by appraisal conducted by third party advisors (such third party advisors and method of appraisal shall be jointly confirmed by the Company and such Grantee). For the avoidance of doubt, the maximum amount of the Redeemed Award (if any) shall be determined by the Administrator in its sole discretion as specified in the individual Award Agreement. In no event shall the payment of such redemption price cause material adverse effect on the business operation of the Company. For the avoidance of doubt, provisions under this Section 11(c) shall terminate upon the consummation of the IPO.
10
12. Effective Date and Term of Plan. The Plan shall become effective upon its adoption by the Board. It shall continue in effect for a term of ten (10) years after the later of (i) the date of adoption of the Plan or (ii) the date when the Board approved the most recent increase in the number of Shares reserved under Section 3, unless sooner terminated. Subject to Applicable Laws, Awards may be granted under the Plan upon its becoming effective.
13. Amendment, Suspension or Termination of the Plan.
(a) The Board may at any time amend, suspend or terminate the Plan; provided, however, that no such amendment shall be made without the approval of the Company’s shareholders to the extent such approval is required by Applicable Laws, or if such amendment would change any of the provisions of Section 4(b)(vi) or this Section 13(a).
(b) No Award may be granted during any suspension of the Plan or after termination of the Plan.
(c) No amendment, suspension or termination of the Plan (including termination of the Plan under Section 12, above) shall adversely affect any rights under Awards already granted to a Grantee.
14. Reservation of Shares.
(a) The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.
(b) The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
11
15. No Effect on Terms of Employment/Consulting Relationship. The Plan shall not confer upon any Grantee any right with respect to the Grantee’s Continuous Service, nor shall it interfere in any way with his or her right or the right of the Company or any Related Entity to terminate the Grantee’s Continuous Service at any time, with or without Cause, and with or without notice. The ability of the Company or any Related Entity to terminate the employment of a Grantee who is employed at will is in no way affected by its determination that the Grantee’s Continuous Service has been terminated for Cause for the purposes of this Plan.
16. No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other benefit plan of the Company or a Related Entity, Awards shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation. The Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.
17. Vesting Schedule. Except as otherwise approved by the Administrator or set out in the individual Option Award Agreement, Awards to be issued to the Grantees under the Plan shall be subject to a minimum four (4) year vesting schedule, counting from the applicable grant date with respect to the total granted Awards: 25% of the Shares subject to the Awards shall vest at the end of the first twelve (12) months of such grant date, with remaining portions vesting in annually installments over the next thirty-six (36) months. In the event that any waiting period after the grant date applies to a Grantee’s Award, such Grantee’s vesting schedule shall start upon expiration of such waiting period.
18. Inconsistent Terms. In the event of a conflict between the terms of the Plan and the terms of any Award Agreement, the terms of the Award Agreement shall prevail.
19. IPO. In the case of a IPO, if required, the Grantees shall enter into any agreements with any underwriter, coordinator, bankers or sponsor elected by FFG for the purpose of the IPO, and each of such Grantees shall grant to the then current chief executive officer or other authorized officer of the Company a power of attorney to enter into any agreements with any underwriter, coordinator, bankers or sponsor elected by FFG and to do and carry out all the acts and to sign all the documents that are necessary or advisable to complete the IPO. To the largest extent permitted by Applicable Laws, Section 6(j)(y) and Section 11 shall still remain in force.
20. Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.
12
Exhibit 8.1
Subsidiaries of Lanvin Group Holdings Limited
| Legal Name |
Jurisdiction of Incorporation | |
| Fosun Fashion Group (Cayman) Limited |
Grand Cayman, Cayman Islands | |
| Fosun Fashion Investment Holdings (HK) Limited |
Hong Kong, P.R.C. | |
| Fosun Fashion (Shanghai) Consulting Management Co., Ltd. |
Shanghai, P.R.C. | |
| SJK Investment Holdings Limited |
Grand Cayman, Cayman Islands | |
| FFG Investment (Luxembourg) S.à r.l. |
The Grand Duchy of Luxembourg | |
| Fosun Fashion Brand Management Co., Limited |
Hong Kong, P.R.C. | |
| Luminary Talent Limited |
Hong Kong, P.R.C. | |
| FFG Lily (Luxembourg) S.à r.l. |
The Grand Duchy of Luxembourg | |
| FFG Wisdom (Luxembourg) S.à r.l. |
The Grand Duchy of Luxembourg | |
| Fosun Fashion Brands Management Co., Limited |
Shanghai, P.R.C. | |
| Virtuoso Investment Holdings Luxembourg S.à r.l. |
The Grand Duchy of Luxembourg | |
| FFG Lucky SAS |
Paris, France | |
| Fosun Fashion (Hainan) Industry Development Co., Ltd. |
Hainan, P.R.C. | |
| Shanghai Fulang Brand Management (Group) Co., Ltd. |
Shanghai, P.R.C. | |
| Oasis Fashion Holdings Limited |
Hong Kong, P.R.C. | |
| Fosun Fashion (Milan) S.R.L. |
Milan, Italy | |
| Arpege SAS |
Paris, France | |
| Wolford AG |
Breagaz, Austria | |
| Raffaele Caruso S.p.A |
Soragna, Italy | |
| St. John Knits International, Incorporated |
Delaware, U.S.A. | |
| Sergio Rossi S.p.A |
San Mauro Pascoli, Italy | |
| JEANNE LANVIN |
Paris, France | |
| LANVIN MONTE-CARLO |
Monaco, Monaco | |
| Lanvin Inc. |
New York, U.S.A. | |
| L3F CROISETTE |
Paris, France | |
| L1 Bal Harbour LLC |
Miami, U.S.A. | |
| L2 Crystals LLC |
Las Vegas, U.S.A. | |
| L3 Madison LLC |
New York, U.S.A. | |
| L4 Rodeo Drive LLC |
Beverly Hills, U.S.A. | |
| L5 US ECOM LLC |
New York, U.S.A. | |
| L6 MADISON, LLC |
New York, U.S.A. | |
| L7 Chicago LLC |
Chicago, U.S.A. | |
| L8 South Coast Plaza LLC |
Costa Mesa, U.S.A. | |
| L1 SPIGA Srl |
Milan, Italy | |
| L1 Outlet Srl |
San Remo, Italy | |
| L1 Services Srl |
Padova, Italy | |
| LANVIN JAPAN K.K. |
Tokyo, Japan | |
| LANVIN ASIA PACIFIC Ltd. |
Hong Kong, P.R.C. | |
| LANVIN FASHION PTD. LTD |
Shanghai, P.R.C. | |
| Lans Atelier (SHANGHAI) Trading Co., Ltd. |
Shanghai, P.R.C. | |
| LANVIN MACAU LIMITED |
Macao, P.R.C. | |
| LANVIN TAIWAN Ltd. |
Taipei, P.R.C. | |
| LANVIN LIMITED |
London, U.K. | |
| Wolford Beteiligungs GmbH |
Bregenz, Austria | |
| Wolford proizvodnja in trgovina d.o.o. |
Murska Sobota, Slovenia | |
| Wolford Deutschland GmbH |
Bielefeld, Germany | |
| Wolford (Schweiz) AG |
Opfikon, Switzerland | |
| Wolford London Ltd. |
London, U.K. | |
| Wolford Paris S.A.R.L. |
Paris, France | |
| Wolford Italia S.r.l. |
Mailand, Italy | |
| Wolford España S.L. |
Madrid, Spain | |
| Wolford Scandinavia ApS |
Kopenhagen, Danmark |
| Wolford America, Inc. |
New York, U.S.A. | |
| Wolford Nederland B.V. |
Amsterdam, Netherlands | |
| Wolford Canada Inc. |
Vancouver, Canada | |
| Wolford Asia Limited |
Hong Kong, P.R.C. | |
| Wolford Belgium N.V. |
Antwerpen, Belgium | |
| Wolford Berangere |
Paris, France | |
| Wolford (Shanghai) Trading Co., Ltd. |
Shanghai, P.R.C. | |
| St. John Knits, Inc. |
California, U.S.A. | |
| St. John Asia Limited |
Hong Kong, P.R.C. | |
| St. John Canada Corporation |
Nova Scotia, Canada | |
| St. John China Limited |
Hong Kong, P.R.C. | |
| St. John China Holdings Limited |
Hong Kong, P.R.C. | |
| St. John (Shanghai) Trading Co., Ltd. |
Shanghai, P.R.C. | |
| St. John de Mexico S.A. de C.V. |
Tijuana Baja, Mexico | |
| Shanghai Caruso Trading Co., Ltd. |
Shanghai, P.R.C. | |
| Sergio Rossi Retail s.r.l. |
San Mauro Pascoli, Italy | |
| Sergio Rossi USA Inc. |
New York, U.S.A. | |
| Sergio Rossi UK Limited |
London, U.K. | |
| Sergio Rossi Japan Limited |
Tokyo, Japan | |
| Sergio Rossi Hong Kong Limited |
Hong Kong, P.R.C. | |
| Sergio Rossi Shanghai Trading Limited |
Shanghai, P.R.C. | |
| Sergio Rossi Deutschland GmbH |
München, Germany | |
| LANV. Fashion Pte. Ltd. |
Singapore | |
| Lanvin Group Fashion (America), Inc. |
Delaware, U.S.A. |
Exhibit 15.1
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Capitalized terms used but not defined herein shall have the meanings as terms defined and included elsewhere in the Report and, if not defined in the Report, in the proxy statement/prospectus dated November 4, 2022 (as supplemented to date, the “Proxy Statement/Prospectus”) filed by Lanvin Group Holdings Limited with the Securities and Exchange Commission (the “SEC”) as part of its registration statement on Form F-4 (Registration No. 333-260928).
Introduction
LGHL is providing the following unaudited pro forma condensed combined financial information to aid in the analysis of the financial aspects of the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information presents the combination of the financial information of FFG and PCAC to give effect to the Business Combination and related transactions.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.
The unaudited pro forma condensed combined statement of financial position as of June 30, 2022 combines the historical statement of financial position of PCAC and the historical statement of financial position of FFG on a pro forma basis as if the Business Combination and related transactions had been consummated on June 30, 2022. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2022 and for the year ended December 31, 2021 combines the historical statements of operations of PCAC and FFG for such period on a pro forma basis as if the Business Combination and related transactions had been consummated on January 1, 2021, the beginning of the earliest period presented.
The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the financial position and results of operations that would have been achieved had the Business Combination and related transactions occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of the post-combination company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial information and is subject to change as additional information becomes available and analyses are performed. This information should be read together with PCAC’s and FFG’s audited financial statements and related notes, as applicable.
Description of the Transactions
On December 14, 2022(the “Closing Date”), LGHL consummated the previously announced business combination pursuant to the Business Combination Agreement, dated as of March 23, 2022, which was subsequently amended on October 17, 2022, October 20, 2022, October 28, 2022 and December 2, 2022 ( the “Business Combination Agreement”), by and among PCAC, FFG, LGHL, Merger Sub 1 and Merger Sub 2, pursuant to which, (i) PCAC merged with and into Merger Sub 1, with Merger Sub 1 surviving and remaining as a wholly-owned subsidiary of LGHL (the “Initial Merger”), (ii) following the Initial Merger, Merger Sub 2 merged with and into FFG, with FFG being the surviving entity and becoming a wholly-owned subsidiary of LGHL (the “Second Merger”), and (iii) subsequently, Merger Sub 1 as the surviving company of the Initial Merger merged with and into FFG as the surviving company of the Second Merger, with FFG surviving such merger (collectively with the Initial Merger, the Second Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).
As part of the Business Combination, (i) each PCAC unit (to the extent not already separated) was automatically severed and the holder thereof was deemed to hold one PCAC Class A ordinary share and one-half of a PCAC warrant, (ii) immediately following the separation of each PCAC’s units, each of (x) PCAC Class A ordinary share and (y) Class B ordinary shares of PCAC, par value US$0.0001 per share (“PCAC Class B ordinary shares”), issued and outstanding immediately prior to the Initial Merger Effective Time was cancelled in exchange for the right to receive one newly issued ordinary share of LGHL, par value US$0.000001 per share (“Ordinary Share”); (iii) each PCAC Warrant outstanding immediately prior to the Initial Merger Effective Time was assumed by LGHL and converted into a warrant to purchase one Ordinary Share (“Warrant”), subject to substantially the same terms and conditions as were applicable to such PCAC Warrant immediately prior to the Initial Merger Effective Time; (iv) each ordinary share, non-voting ordinary share and preferred share in FFG held by the shareholders of FFG issued and outstanding immediately prior to the effective time of the Second Merger (excluding (x) the preferred collateral share of FFG, par value EUR0.0001 per share, held by Meritz Securities co., Ltd, a corporation incorporated under the laws of the Republic of Korea (“Meritz”) (the “FFG Collateral Share”) and (y) shares that are held by the dissenting shareholders of FFG who have complied with all of the requirements of Section 238 of the Cayman Companies Act prior to the vote on the Second Merger) was cancelled in exchange for the right to receive such number of newly issued Ordinary Shares that is equal to the quotient obtained by dividing US$2.6926188 by US$10.00; and (v) the FFG Collateral Share was canceled in exchange for the right to receive one newly issued convertible preference share of LGHL, par value US$0.000001 per share (“Convertible Preference Share”).
1
Prior to the closing of the Business Combination, the Sponsor irrevocably surrendered 6,014,375 Class B ordinary shares of PCAC to PCAC for nil consideration, which shares were canceled by PCAC immediately upon the surrender thereof, such that after giving effect to the share surrender, the number of Class B ordinary shares of PCAC held by the Sponsor shall be 5,000,000, which was subsequently converted into 5,000,000 LGHL Ordinary Shares.
Concurrently with the closing of the Business Combination, the PIPE Investors purchased 15,327,225 LGHL Ordinary Shares at a price of $10 per share, for an aggregate purchase price of $153.0 million, of which amount $28 million has been funded as of Closing Date. One of the FPA Investors, Aspex Master Fund, purchased 4,000,000 PCAC Class A ordinary shares, plus 1,000,000 PCAC Warrants (collectively, the “forward purchase units”), which was subsequently converted into 4,000,000 LGHL Ordinary Shares and 1,000,000 Warrants, for an aggregate purchase price equal to US$40 million immediately prior to the Initial Merger Effective Time. The other FPA Investor, Sky Venture Partners L.P., defaulted on its obligations under the Sky Forward Purchase Agreement to subscribe for and purchase the forward purchase units at the agreed time and the Sponsor canceled the 500,000 PCAC Class B ordinary shares held by Sky Venture Partners L.P.
Accounting for the Proposed Transactions
The Business Combination was accounted for as a capital reorganization. Under this method of accounting, PCAC was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of FFG issuing shares at the closing of the Business Combination for the net assets of PCAC as of the closing date, accompanied by a recapitalization. The net assets of PCAC was stated at historical cost, with no goodwill or other intangible assets recorded.
FFG has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:
| • | FFG’s shareholders have the largest voting interest in LGHL; |
| • | The board of directors of the combined company has seven members, and FFG has the ability to nominate the majority of the members of the board of directors; |
| • | FFG’s senior management is the senior management of the combined company; |
| • | The business of FFG comprises the ongoing operations of LGHL; and |
| • | FFG is the larger entity, in terms of substantive operations and employee base. |
The Business Combination, which is not within the scope of IFRS 3 since PCAC does not meet the definition of a business in accordance with IFRS 3, is accounted for within the scope of IFRS 2. Any excess of fair value of LGHL Ordinary Shares issued over the fair value of PCAC’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.
Basis of Pro Forma Presentation
PCAC’s historical financial statements were prepared in accordance with U.S. GAAP and presented in USD. FFG’s historical consolidated financial statements were prepared in accordance with IFRS and presented in EUR. The Pro Forma Financial Information includes adjustments to convert the financial information of PCAC from U.S. GAAP to IFRS as well as reclassifications to conform PCAC’s historical accounting presentation to FFG’s accounting presentations, as well as translating them into FFG’s reporting currency of EUR, in each case for the relevant periods.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule.
Pursuant to PCAC’s charter, PCAC’s public shareholders were offered the opportunity to redeem, upon closing of the Business Combination, PCAC Class A ordinary shares held by them for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account. The unaudited pro forma condensed combined financial statements reflect the actual redemption of 40,591,779 PCAC Class A ordinary shares for an aggregate redemption payment of €393.4 million at a redemption price of approximately $10.12 per share on December 12, 2022.
2
The following summarized the number of LGHL Ordinary Shares outstanding after the Closing:
| Shareholders |
Ownership in Shares | % | ||||||
| Lanvin Group Existing Shareholders(1) |
100,000,000 | 76.4 | % | |||||
| PCAC Public Shareholders(2) |
808,221 | 0.6 | % | |||||
| Sponsor and Directors(3) |
5,335,625 | 4.1 | % | |||||
| FPA Investor(4) |
4,500,000 | 3.4 | % | |||||
| PIPE Investors |
15,327,225 | 11.7 | % | |||||
| Private Placement Investor(5) |
4,999,999 | 3.8 | % | |||||
| Total |
130,971,070 | |||||||
| (1) | Excludes any LGHL Non-Voting Shares and/or LGHL Ordinary Shares into which the LGHL Convertible Preference Share is convertible, which are not beneficially held within the meaning of Rule 13d-3 (d)(1) under the Exchange Act. |
| (2) | Outstanding PCAC Class A ordinary shares held by the PCAC Public Shareholders were converted into the number of LGHLOrdinary Shares on one-for-one basis. |
| (3) | Outstanding PCAC Class B ordinary shares (excluding 6,014,375 Class B ordinary shares canceled by PCAC) held by the PCAC Sponsor and certain directors were converted into the number of LGHL Ordinary Shares on one-for-one basis. |
| (4) | Includes 500,000 PCAC Class B Ordinary Shares for forward purchase agreement investor converted into LGHL Ordinary Shares upon closing. |
| (5) | Excludes 1 Preferred Collateral Share held by Meritz. |
3
Unaudited Pro Forma Condensed Combined Statement of Financial Position As of June 30, 2022
(In thousands)
| Lanvin Group (IFRS, Historical) |
PCAC (U.S. GAAP, Historical) |
IFRS conversion and presentation alignment (Note 2) |
Transaction Accounting Adjustments |
Pro Forma Combined |
||||||||||||||||||||
| Non-current assets |
||||||||||||||||||||||||
| Intangible assets |
€ | 181,357 | — | — | — | € | 181,357 | |||||||||||||||||
| Goodwill |
69,323 | — | — | — | 69,323 | |||||||||||||||||||
| Property, plant and equipment |
41,995 | — | — | — | 41,995 | |||||||||||||||||||
| Right-of-use assets |
113,581 | — | — | — | 113,581 | |||||||||||||||||||
| Deferred income tax assets |
16,768 | — | — | — | 16,768 | |||||||||||||||||||
| Other non-current assets |
16,460 | — | — | — | 16,460 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total non-current assets |
439,484 | — | — | — | 439,484 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Current assets |
||||||||||||||||||||||||
| Marketable securities held in Trust Account |
— | 397,074 | — | (397,074 | ) | B | — | |||||||||||||||||
| Inventories |
109,335 | — | — | — | 109,335 | |||||||||||||||||||
| Trade receivables |
51,399 | — | — | — | 51,399 | |||||||||||||||||||
| Other current assets |
34,995 | — | 284 | 119,963 | E | 150,970 | ||||||||||||||||||
| 958 | L | |||||||||||||||||||||||
| (5,230 | ) | K | ||||||||||||||||||||||
| Forward Purchase Agreement (FPA) asset |
— | 40 | — | (40 | ) | A | — | |||||||||||||||||
| Prepaid expenses |
— | 284 | (284 | ) | — | — | ||||||||||||||||||
| Cash and cash equivalents |
51,262 | 117 | — | 38,305 | A | 126,842 | ||||||||||||||||||
| — | — | — | 397,074 | B | — | |||||||||||||||||||
| — | — | — | (6,225 | ) | C | — | ||||||||||||||||||
| — | — | — | (10,089 | ) | D | — | ||||||||||||||||||
| — | — | — | 26,814 | E | — | |||||||||||||||||||
| (393,398 | ) | I | ||||||||||||||||||||||
| 23,941 | L | |||||||||||||||||||||||
| (958 | ) | L | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total current assets |
246,991 | 397,515 | — | (205,960 | ) | 438,546 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total Assets |
€ | 686,475 | € | 397,515 | € | — | € | (205,960 | ) | € | 878,030 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Commitments and contingencies |
||||||||||||||||||||||||
| Class A ordinary shares subject to possible redemption |
— | € | 397,074 | € | (397,074 | ) | — | — | ||||||||||||||||
| Equity |
||||||||||||||||||||||||
| LGHL ordinary share |
— | — | — | — | E | — | ||||||||||||||||||
| — | F | |||||||||||||||||||||||
| — | G | |||||||||||||||||||||||
| — | I | |||||||||||||||||||||||
| — | N | |||||||||||||||||||||||
| LGHL treasury shares |
— | — | — | — | G | (23,941 | ) | |||||||||||||||||
| (23,941 | ) | M | ||||||||||||||||||||||
| Fosun Share capital |
339,259 | — | — | (339,259 | ) | G | — | |||||||||||||||||
| 18,569 | L | |||||||||||||||||||||||
| (18,569 | ) | N | ||||||||||||||||||||||
| Treasury shares |
(3 | ) | — | — | 3 | G | — | |||||||||||||||||
See accompanying notes to the unaudited pro forma condensed combined financial information.
4
Unaudited Pro Forma Condensed Combined Statement of Financial Position—Continued
As of June 30, 2022
(In thousands)
| Lanvin Group (IFRS, Historical) |
PCAC (U.S. GAAP, Historical) |
IFRS conversion and presentation alignment (Note 2) |
Transaction Accounting Adjustments |
Pro Forma Combined |
||||||||||||||||||||
| Other reserves |
146,756 | (4,949 | ) | — | 38,006 | A | 752,756 | |||||||||||||||||
| 7,651 | C | |||||||||||||||||||||||
| — | — | — | (654 | ) | D | — | ||||||||||||||||||
| — | — | — | 146,777 | E | — | |||||||||||||||||||
| — | — | — | 3,676 | F | — | |||||||||||||||||||
| — | — | — | 339,256 | G | — | |||||||||||||||||||
| — | — | — | (23,364 | ) | H | — | ||||||||||||||||||
| — | — | — | 79,887 | J | — | |||||||||||||||||||
| (4,875 | ) | K | ||||||||||||||||||||||
| 5,372 | L | |||||||||||||||||||||||
| 18,569 | N | |||||||||||||||||||||||
| 484 | O | |||||||||||||||||||||||
| 1 | P | |||||||||||||||||||||||
| 163 | Q | |||||||||||||||||||||||
| PCAC preference shares |
— | — | — | — | — | |||||||||||||||||||
| PCAC Class A ordinary shares |
— | — | — | — | A | — | ||||||||||||||||||
| — | — | — | — | F | — | |||||||||||||||||||
| PCAC Class B ordinary shares |
— | 1 | — | — | F | — | ||||||||||||||||||
| (1 | ) | P | ||||||||||||||||||||||
| Accumulated losses |
(281,832 | ) | (21,298 | ) | — | (4,709 | ) | D | (364,717 | ) | ||||||||||||||
| — | — | — | 23,364 | H | — | |||||||||||||||||||
| — | — | — | (79,887 | ) | J | — | ||||||||||||||||||
| (355 | ) | K | ||||||||||||||||||||||
| Non-controlling interest |
13,939 | — | — | — | 13,939 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total equity |
218,119 | (26,246 | ) | — | 186,164 | 378,037 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
See accompanying notes to the unaudited pro forma condensed combined financial information.
5
Unaudited Pro Forma Condensed Combined Statement of Financial Position—Continued
As of June 30, 2022
(In thousands)
| Lanvin Group (IFRS, Historical) |
PCAC (U.S. GAAP, Historical) |
IFRS conversion and presentation alignment (Note 2) |
Transaction Accounting Adjustments |
Pro Forma Combined |
||||||||||||||||||||
| Non-current liabilities |
||||||||||||||||||||||||
| Non-current borrowings |
9,583 | — | — | — | 9,583 | |||||||||||||||||||
| Non-current lease liabilities |
98,120 | — | — | — | 98,120 | |||||||||||||||||||
| Non-current provisions |
3,944 | — | — | — | 3,944 | |||||||||||||||||||
| Employee benefits |
17,475 | — | — | — | 17,475 | |||||||||||||||||||
| Deferred income tax liabilities |
53,264 | — | — | — | 53,264 | |||||||||||||||||||
| Other non-current liabilities |
961 | — | — | — | 961 | |||||||||||||||||||
| Warrant liabilities |
— | 7,800 | — | 259 | A | 8,059 | ||||||||||||||||||
| Class A ordinary shares subject to possible redemption |
— | — | 397,074 | (3,676 | ) | F | — | |||||||||||||||||
| (393,398 | ) | I | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total non-current liabilities |
183,347 | 7,800 | 397,074 | (396,815 | ) | 191,406 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Current liabilities |
||||||||||||||||||||||||
| Trade payables |
66,273 | — | 4,357 | (4,727 | ) | D | 65,903 | |||||||||||||||||
| Bank overdrafts |
— | — | — | — | — | |||||||||||||||||||
| Current borrowings |
100,443 | — | — | — | 100,443 | |||||||||||||||||||
| Current lease liabilities |
36,538 | — | — | — | 36,538 | |||||||||||||||||||
| Current provisions |
3,525 | 3,525 | ||||||||||||||||||||||
| Other current liabilities |
78,230 | — | — | 23,941 | M | 102,171 | ||||||||||||||||||
| Promissory note - related party |
— | 7 | — | — | 7 | |||||||||||||||||||
| Convertible promissory note |
— | 484 | — | (484 | ) | O | — | |||||||||||||||||
| Due to related parties |
— | 163 | — | (163 | ) | Q | — | |||||||||||||||||
| Accrued offering costs and expenses |
— | 4,357 | (4,357 | ) | — | — | ||||||||||||||||||
| Deferred underwriting discount |
— | 13,876 | — | (13,876 | ) | C | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total current liabilities |
285,009 | 18,887 | — | 4,691 | 308,587 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total liabilities |
468,356 | 26,687 | 397,074 | (392,124 | ) | 499,993 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total Equity and Liabilities |
€ | 686,475 | € | 397,515 | € | — | € | (205,960 | ) | € | 878,030 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
See accompanying notes to the unaudited pro forma condensed combined financial information.
6
Unaudited Pro Forma Condensed Combined Statement of Profit or Loss For the Six Months Ended June 30, 2022
(In thousands, except per share data)
| Lanvin Group (IFRS, Historical) |
PCAC (U.S. GAAP, Historical) |
IFRS conversion and presentation alignment (Note 2) |
Transaction Accounting Adjustments |
Pro Forma Combined |
||||||||||||||||
| Revenue |
€ | 201,700 | € | — | € | — | € | — | € | 201,700 | ||||||||||
| Cost of revenue |
(88,957 | ) | — | — | — | (88,957 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Gross profit |
112,743 | — | — | — | 112,743 | |||||||||||||||
| Operating expenses |
||||||||||||||||||||
| Marketing and selling expenses |
(106,810 | ) | — | — | — | (106,810 | ) | |||||||||||||
| General and administrative expenses |
(75,771 | ) | — | (2,461 | ) | 55 | BB | (78,177 | ) | |||||||||||
| Other operating income and expenses |
8,378 | — | — | — | 8,378 | |||||||||||||||
| Formation and operating costs |
— | (2,461 | ) | 2,461 | — | — | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total operating expenses |
(174,203 | ) | (2,461 | ) | — | 55 | (176,609 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Loss from operations before non-recurring items |
(61,460 | ) | (2,461 | ) | — | 55 | (63,866 | ) | ||||||||||||
| Non-underlying items |
570 | — | — | — | 570 | |||||||||||||||
| Loss from operations |
(60,890 | ) | (2,461 | ) | — | 55 | (63,296 | ) | ||||||||||||
| Non-operating income and expenses |
||||||||||||||||||||
| Finance cost - net |
(8,080 | ) | — | 570 | (570 | )AA | (8,080 | ) | ||||||||||||
| Change in fair value of FPA |
— | (486 | ) | — | — | (486 | ) | |||||||||||||
| Transaction costs allocable to warrant liabilities |
— | — | — | — | — | |||||||||||||||
| Change in fair value of warrant liabilities |
— | 11,656 | — | — | 11,656 | |||||||||||||||
| Interest earned on investment held in Trust Account |
— | 570 | (570 | ) | — | — | ||||||||||||||
| Change in fair value of convertible note |
— | (5 | ) | — | — | (5 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total other non-operating income and (expenses) |
(8,080 | ) | 11,735 | — | (570 | ) | 3,085 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| (Loss) income before income tax |
(68,970 | ) | 9,274 | — | (515 | ) | (60,211 | ) | ||||||||||||
| Income tax expenses |
256 | — | — | — | 256 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| (Loss) income for the period |
(68,714 | ) | 9,274 | — | (515 | ) | (59,955 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net loss per share – basic and diluted |
€ | (0.17 | ) | |||||||||||||||||
|
|
|
|||||||||||||||||||
| Basic and diluted net income per share |
€ | 0.17 | ||||||||||||||||||
|
|
|
|
|
|||||||||||||||||
| Weighted average shares outstanding – basic and diluted |
€ | 130,971,070 | ||||||||||||||||||
|
|
|
|||||||||||||||||||
| Net income per share – basic and diluted |
€ | (0.46 | ) | |||||||||||||||||
|
|
|
|||||||||||||||||||
See accompanying notes to the unaudited pro forma condensed combined financial information.
7
Unaudited Pro Forma Condensed Combined Statement of Profit or Loss For the Year Ended December 31, 2021
(In thousands, except per share data)
| Lanvin Group (IFRS, Historical) |
PCAC (U.S. GAAP, Historical) |
IFRS conversion and presentation alignment (Note 2) |
Transaction Accounting Adjustments |
Pro Forma Combined |
||||||||||||||||
| Revenue |
€ | 308,822 | € | — | € | — | € | — | € | 308,822 | ||||||||||
| Cost of revenue |
(138,920 | ) | — | — | — | (138,920 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Gross profit |
169,902 | — | — | — | 169,902 | |||||||||||||||
| Operating expenses |
||||||||||||||||||||
| Marketing and selling expenses |
(165,502 | ) | — | — | — | (165,502 | ) | |||||||||||||
| General and administrative expenses |
(122,497 | ) | — | (2,920 | ) | 93 | BB | (208,209 | ) | |||||||||||
| — | — | — | (2,998 | )CC | ||||||||||||||||
| — | — | — | (79,887 | )DD | ||||||||||||||||
| Other operating income and expenses |
10,083 | — | — | — | 10,083 | |||||||||||||||
| Formation and operating costs |
— | (2,920 | ) | 2,920 | — | — | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total operating expenses |
(277,916 | ) | (2,920 | ) | — | (82,792 | ) | (363,628 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Loss from operations before non-recurring items |
(108,014 | ) | (2,920 | ) | — | (82,792 | ) | (193,726 | ) | |||||||||||
| Non-underlying items |
45,206 | — | — | — | 45,206 | |||||||||||||||
| Loss from operations |
(62,808 | ) | (2,920 | ) | — | (82,792 | ) | (148,520 | ) | |||||||||||
| Non-operating income and expenses |
||||||||||||||||||||
| Finance cost - net |
(9,313 | ) | — | 21 | (21 | )AA | (9,313 | ) | ||||||||||||
| Change in fair value of FPA |
— | 484 | — | — | 484 | |||||||||||||||
| Transaction costs allocable to warrant liabilities |
— | (1,768 | ) | 1,768 | — | — | ||||||||||||||
| Change in fair value of warrant liabilities |
— | 21,825 | — | — | 21,825 | |||||||||||||||
| Interest earned on investment held in Trust Account |
— | 21 | (21 | ) | — | — | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total other non-operating income and (expenses) |
(9,313 | ) | 20,562 | 1,768 | (21 | ) | 12,996 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| (Loss) income before income tax |
(72,121 | ) | 17,642 | 1,768 | (82,813 | ) | (135,524 | ) | ||||||||||||
| Income tax expenses |
(4,331 | ) | — | — | — | (4,331 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| (Loss) income for the period |
(76,452 | ) | 17,642 | 1,768 | (82,813 | ) | (139,855 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net loss per share – basic and diluted |
€ | (0.19 | ) | |||||||||||||||||
|
|
|
|||||||||||||||||||
| Basic and diluted net income per share |
€ | 0.35 | ||||||||||||||||||
|
|
|
|||||||||||||||||||
| Weighted average shares outstanding – basic and diluted |
€ | 130,971,070 | ||||||||||||||||||
|
|
|
|||||||||||||||||||
| Net income per share – basic and diluted |
€ | (1.07 | ) | |||||||||||||||||
|
|
|
|||||||||||||||||||
See accompanying notes to the unaudited pro forma condensed combined financial information.
8
NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Note 1 — Basis of Presentation
The unaudited pro forma condensed combined statement of financial position as of June 30, 2022 combines the historical statement of financial position of Primavera Capital Acquisition Corporation and the historical statement of financial position of Fosun Fashion Group (Cayman) Limited on a pro forma basis as if the Business Combination and related transactions had been consummated on June 30, 2022. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2022 and for the year ended December 31, 2021 combines the historical statements of operations of PCAC and FFG for such period on a pro forma basis as if the Business Combination and related transactions had been consummated on January 1, 2021, the beginning of the earliest period presented. These periods are presented on the basis that FFG is the accounting acquirer.
The historical financial information of FFG was derived from FFG’s unaudited condensed financial statements as of June 30, 2022 and for the six months ended June 30, 2022 and FFG’s audited financial statements as of December 31, 2021 and for the year ended December 31, 2021, included in the Proxy Statement/Prospectus. The historical financial information of PCAC was derived from PCAC’s unaudited condensed financial statements as of June 30, 2022 and for the six months ended June 30, 2022 and PCAC’s audited financial statements as of December 31, 2021 and for the year ended December 31, 2021, included in the Proxy Statement/Prospectus. This information should be read together with FFG’s and PCAC’s audited financial statements and related notes, the sections titled “PCAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “FFG’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included in the Proxy Statement/Prospectus.
The historical financial statements of FFG have been prepared in accordance with IFRS as issued by the IASB and in its presentation and reporting currency of the European Monetary Unit (€). The historical financial statements of PCAC have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) in its presentation and reporting currency of United States dollars ($). The financial statements of PCAC have been translated into European Monetary Unit for the purposes of presentation in the unaudited pro forma condensed combined financial information (“As Converted”) using the following exchange rates:
| • | at the period end exchange rate as of June 30, 2022 of $1.00 to €0.95762 for the unaudited pro forma condensed combined balance sheet; and |
| • | the average exchange rate for the period from January 1, 2022 through June 30, 2022 of $1.00 to €0.91534 for the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2022; and |
| • | the average exchange rate for the period from January 1, 2021 through December 31, 2021 of $1.00 to €0.84495 for the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021. |
The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of LGHL after giving effect to the Business Combination. Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.
9
The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that FFG management believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. FFG believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to FFG’s management at this time and that the pro form adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information assumes that the PCAC warrants will be accounted for as liabilities in accordance with IAS 32 following consummation of the Business Combination and, accordingly, would be subject to ongoing mark-to-market adjustments through the statement of profit or loss.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of FFG and PCAC.
The unaudited pro forma condensed combined financial information does not reflect the income tax effects of the pro forma adjustments as based on the statutory rate in effect for the historical periods presented. FFG’s management believes this unaudited pro forma condensed combined financial information to not be meaningful given the pro forma combined entity incurred significant cumulative net losses during the historical periods presented, resulting in the Company concluding that any deferred taxes recognized would not be probable of being realized per IAS 12.
Note 2 — IFRS Policy and Presentation Alignment
The historical financial information of PCAC has been adjusted to give effect to the differences between U.S. GAAP and IFRS as issued by the IASB for the purposes of the unaudited pro forma condensed combined financial information. The only adjustment required to convert PCAC’s financial statements from U.S. GAAP to IFRS for purposes of the unaudited pro forma condensed combined financial information was to reclassify PCAC’s ordinary shares subject to redemption to non-current financial liabilities under IFRS 2.
Further, as part of the preparation of the unaudited pro forma condensed combined financial information, certain reclassifications were made to align PCAC’s historical financial information in accordance with the presentation of FFG’s historical financial information.
Note 3 — Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Financial Position as of June 30, 2022
The Transaction Accounting Adjustments included in the unaudited pro forma condensed combined statement of financial position as of June 30, 2022 are as follows:
(A) To record proceeds received from the FPA Financing of €38.3 million with the corresponding issuance of 4,000,000 PCAC Class A ordinary shares and 1,000,000 warrants (each such warrant exercisable for one PCAC Class A ordinary share for $11.50 per share), in the FPA Financing pursuant to the terms of the Forward Purchase Agreements.
(B) Reflects the liquidation and reclassification of €397.1 million of funds held in the Trust Account to cash and cash equivalents that becomes available following the Business Combination.
(C) Reflects the settlement of deferred underwriting commissions upon the closing of the Business Combination.
10
(D) Represents preliminary estimated transaction costs expected to be incurred by Primavera and FFG of approximately €6.2 million and €11.9 million, respectively, for banking, legal, accounting and printing fees incurred as part of the Business Combination.
For the €6.2 million Primavera transaction costs, €4.1 million of these fees have been accrued as of the pro forma balance sheet date, the remaining € 2.1 million is included as an expense through accumulated loss. The Primavera estimated transaction costs excludes the deferred underwriting commissions included in (C) above.
For the €11.1 million FFG transaction costs, €5.2 of these fees have been accrued as of the pro forma balance sheet date and recorded in other current assets as discussed in (K) below, €3.4 of these fees have been accrued and expensed as of the proforma balance sheet date, the remaining €3.3 million is allocated between newly issued shares and newly listed but previously existing shares. Approximately €0.7 million is allocated to newly issued shares and included as adjustment to other reserves and approximately €2.6 million is allocated to the newly listed but previously existing shares and included as an adjustment to accumulated losses and is reflected in the unaudited pro forma condensed combined statement of profit or loss for the year ended December 31, 2021 as discussed in (CC) below.
(E) To record €26.8 million proceeds received from the PIPE Investment and €120 million PIPE Investment receivable with the corresponding issuance of 15,327,225 LGHL Ordinary Shares, par value US$0.000001 per share, in the PIPE Financing pursuant to the terms of the Subscription Agreements and the A&R Subscription Agreement.
(F) Represents the exchange of 4,808,221 PCAC Class A ordinary shares and 5,835,625 PCAC Class B ordinary shares into equivalent number of LGHL Ordinary Shares at par value of $0.000001 per share after giving effect to the Recapitalization.
(G) Represents the exchange of 339,256,167 FFG ordinary shares, at par value €1, into 91,348,753 of LGHL Ordinary shares at par value of $0.000001 per share, and the exchanges of 32,129,493 FFG ordinary shares, at par value €0.0001, into 8,651,247 of LGHL Ordinary Shares at par value of $0.000001 per share.
(H) Represents the elimination of PCAC’s historical accumulated losses.
(I) Reflects redemption of 40,591,779 Primavera Class A ordinary shares on December 12, 2022 for aggregate redemption payments of €393.4 million at a redemption price of approximately $10.12 per share.
(J) Represents the preliminary estimated expense recognized, in accordance with IFRS 2, for the excess of the fair value of Pubco ordinary shares issued and the fair value of Primavera’s identifiable net assets at the date of the Business Combination, resulting in a €79.9 million increase to accumulated loss. The fair value of shares issued was estimated based on a market price of $9.9 per share (as of December 14, 2022).
(K) Represents the reclassification of transaction costs accrued by FFG of approximately €5.2 million, for banking, legal, accounting and printing fees incurred as part of the Business Combination, that has been recorded as other current assets and reflected in FFG’s unaudited interim condensed consolidated statements of financial position as of June 30, 2022.
(L) To record proceeds received from Meritz of €23.9 million at closing, net off by the prepaid interest of €958 thousands, with the corresponding issuance of 18,569,282 FFG ordinary shares, par value €1, and 1 FFG Collateral Share, par value €0.0001 per share in the Meritz Investment, pursuant to the terms of the Meritz Private Placement Subscription Agreements. Another €23.9 million will be received after closing, which is not reflected in current pro forma financials.
(M) To reflect the liability in relation to the proceeds from Meritz.
(N) Represents the exchange of 18,569,282 FFG ordinary shares purchased by Meritz, par value €1, and 1 FFG Collateral Share purchased by Meritz, par value €0.0001 per share, into 4,999,999 of LGHL Ordinary Shares at par value of $0.000001 per share and 1 LGHL Convertible Preference Share at par value of $0.000001 per share.
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(O) Represents the irrevocable waiver by the Sponsor of its right to receive $500,000 of the Promissory Note, dated January 28, 2022, issued by PCAC to the Sponsor.
(P) Represents (i) the surrender by the Sponsor of 6,014,375 PCAC Class B ordinary shares to PCAC for no consideration pursuant to a letter agreement entered into in December 2022, which were cancelled immediately by PCAC after the surrender, and (ii) the cancellation by the Sponsor of the 500,000 PCAC Class B ordinary shares held by Sky Venture.
(Q) Represents due to related party waived by the Sponsor in relation to the admin fee accrued by Primavera.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2022
The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2022 are as follows:
(AA) To eliminate interest income earned on funds in the Trust Account which will be released upon closing of the Business Combination.
(BB) To eliminate administrative service fees that has been waived by Sponsor in September 2022.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2021
(AA) To eliminate interest income earned on funds in the Trust Account for the year ended December 31, 2021. (BB) To eliminate administrative service fees that has been waived by Sponsor in September 2022.
(CC) To reflect the recognition of transaction costs incurred by FFG, as described in (D) and (K) above, during the year ended December 31, 2021. These costs are a nonrecurring item.
(DD) Represents €79.9 million of expense recognized in accordance with IFRS 2, for the difference between the fair value of Pubco ordinary shares issued and the fair value of Primavera’s identifiable net assets, as described in (J) above. This cost is a nonrecurring item.
Note 4 — Net Loss per Share
Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination and related transactions, assuming the shares were outstanding since January 1, 2021. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented. LGHL Public Warrants and Private Warrants issued in connection with the Business Combination are not included in the basic earnings per share calculation as the warrants are not exercised at the date of the consummation of the Business Combination Agreement. LGHL Public Warrants and Private Warrants issued in connection with the Business Combination are not included in the diluted earnings per share calculation as they are antidilutive.
| For the six June 30, 2022 |
For the year ended December 31, 2021 |
|||||||
| Pro forma net loss |
€ | (59,995 | ) | € | (139,855 | ) | ||
| Lanvin Group Existing Shareholders |
100,000,000 | 100,000,000 | ||||||
| PCAC Public Shareholders |
808,221 | 808,221 | ||||||
| Sponsor and Directors |
5,335,625 | 5,335,625 | ||||||
| FPA Investor |
4,500,000 | 4,500,000 | ||||||
| PIPE Investors |
15,327,225 | 15,327,225 | ||||||
| Private Placement Investor |
4,999,999 | 4,999,999 | ||||||
| Total Weighted average shares outstanding - basic and diluted |
130,971,070 | 130,971,070 | ||||||
| Net loss per share - basic and diluted |
€ | (0.46 | ) | € | (1.07 | ) | ||
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Exhibit 15.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated July 11, 2022, with respect to the consolidated financial statements of Fosun Fashion Group (Cayman) Limited and subsidiaries included in the Registration Statement No. 333-266095 on Form F-4 of Lanvin Group Holdings Limited. We consent to the incorporation by reference of the aforementioned report in this Report on Form 20-F, and to the use of our name as it appears under the caption “Statement by Experts”.
/s/ GRANT THORNTON ZHITONG CERTIFIED PUBLIC ACCOUNTANTS LLP
Shanghai, China
December 20, 2022
Exhibit 15.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Shell Company Report of Lanvin Group Holdings Limited on Form 20-F of our report dated March 30, 2022, relating to the financial statements of Primavera Capital Acquisition Corporation, contained in the registration statement on Amendment No. 5 to Form F-4 (File No. 333-266095). We also consent to the reference to our firm under the caption “Statement by Experts” in the Shell Company Report on Form 20-F.
| /s/ WithumSmith+Brown, PC |
| New York, New York |
| December 20, 2022 |