Naked Brand Group Inc. (NASDAQ:NAKD) Files An 8-K Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure

On March 14, 2017, at 4:30 pm PDT, Naked Brand Group, Inc.
(Naked) and Bendon Limited (Bendon) will be giving a joint
investor presentation at the 29th Annual ROTH Conference, the
official conference of ROTH Capital Partners, LLC.

The investor presentation is being furnished herein and the audio
portion of the investor presentation is also available and will
be webcast live over the internet and can be accessed under the
Investor Relations section at http://www.nakedbrands.com. An
online archive will be available for a period of 90 days
following the investor presentation.

Additional Information and Where to Find It

The investor presentation shall not constitute an offer to sell
or the solicitation of an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. The investor
presentation does not constitute the solicitation of any vote or
approval. On March 9, 2017, Naked entered into Amendment No. 2 to
the Letter of Intent, dated December 19, 2016, as amended
February 10, 2017, entered into by Naked and Bendon in connection
with a proposed business combination (the Business Combination).
As contemplated by the amend Letter of Intent, Naked will now
merge with and into a subsidiary of a newly formed Australian
holding company (NewCo) which will be the ultimate parent company
of Bendon and Naked. The proposed Business Combination will be
submitted to the stockholders of Naked for their consideration.
In connection therewith, the NewCo, Bendon and Naked intend to
file relevant materials with the Securities and Exchange
Commission (SEC), including a Registration Statement on Form F-4
to be filed by NewCo that will include a proxy statement of Naked
that also constitutes a prospectus of NewCo and a definitive
proxy statement/prospectus (when they become available) will be
sent to Naked stockholders. Such documents are not currently
available. Before making any voting or investment decision with
respect to the Business Combination, investors and security
holders of Naked are urged to read the definitive proxy
statement/prospectus and the other relevant materials filed or to
be filed with the SEC carefully and in their entirety when they
become available because they will contain important information
about NewCo, Naked, Bendon and the proposed Business Combination.
The definitive proxy statement/prospectus and other relevant
materials (when they become available), and any other documents
filed by NewCo or Naked with the SEC, may be obtained free of
charge at the SEC web site at www.sec.gov. In addition, investors
and security holders of Naked may obtain free copies of the
documents filed with the SEC by Naked by directing a written
request to: Naked Brand Group Inc., 95 Madison Avenue, 10th
Floor, New York, New York 10016, Attention: Investor Relations.

Participants in the Solicitation

Naked and its directors, executive officers and certain other
members of management and employees may be deemed to be
participants in the solicitation of proxies from the stockholders
of Naked in connection with the proposed Business Combination.
Information regarding the participants in the proxy solicitation
of the stockholders of Naked and a description of their direct
and indirect interests, by security holdings or otherwise, will
be contained in the definitive proxy statement/prospectus
regarding the proposed Business Combination and other relevant
materials to be filed with the SEC by Naked when they become
available. Additional information regarding the directors and
executive officers of Naked is also included in Nakeds Annual
Report on Form 10-K for the year ended January 31, 2016 and the
proxy statement for Nakeds 2016 Annual Meeting of Stockholders.
These documents are available free of charge at the SECs web site
(www.sec.gov) and from Investor Relations at Naked at the address
described above.

Note About Financial Information

Certain of Bendons financial information contained in the
investor presentation is unaudited and/or was prepared by Bendon
as a private company and do not necessarily conform to Regulation
S-X. Additionally, certain financial projections of Bendon
contained in the investor presentation, such as those relating to
revenue and gross margins on net sales, are forward-looking
statements (see note below on forward-looking statements) that
are based on assumptions that are inherently subject to
significant uncertainties and contingencies, many of which are
beyond Bendons control. There will be differences between actual
and projected results, and actual results may be materially
greater or materially less than those contained in this investor
presentation. The inclusion of the projections in this investor
presentation should not be regarded as an indication that Bendon
or its representatives considered or consider the projections to
be a reliable prediction of future events, and reliance should
not be placed on the projections.

Bendon has not warranted the accuracy, reliability,
appropriateness or completeness of the projections to anyone,
including to Naked. Neither Bendons management nor any of its
representatives has made or makes any representation to any
person regarding the ultimate performance of Bendon compared to
the information contained in the projections, and none of them
intends to or undertakes any obligation to update or otherwise
revise the projections to reflect circumstances existing after
the date when made or to reflect the occurrence of future events
in the event that any or all of the assumptions underlying the
projections are shown to be in error. Accordingly, they should
not be looked upon as guidance of any sort.

Forward-Looking Statements

Certain statements either contained in or incorporated by
reference into the investor presentation, other than purely
historical information, including estimates, projections and
statements relating to Nakeds or Bendons business plans,
objectives and expected operating results, and the assumptions
upon which those statements are based, are forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included in or incorporated by
reference into this Current Report regarding strategy, future
operations, future transactions, future financial position,
future revenue, projected expenses, prospects, plans and
objectives of management are forward-looking statements. Examples
of such statements include, but are not limited to, statements;
the structure, timing and completion of the proposed Business
Combination; , the transactions contemplated thereby or any other
actions to be taken in connection therewith; Nakeds continued
listing on the NASDAQ Capital Market until closing of the
proposed Business Combination; NewCos antcipated listing on the
NASDAQ Capital Market in connection with the closing of the
proposed Business Combination; expectations regarding the
capitalization, resources and ownership structure of the combined
company; the adequacy of the combined companys capital to support
its future operations; Nakeds and Bendons plans, objectives,
expectations and intentions; the nature, strategy and focus of
the combined company; the executive and board structure of the
combined company; and expectations regarding voting by Nakeds
stockholders. Naked and/or Bendon may not actually achieve the
plans, carry out the intentions or meet the expectations
disclosed in the forward-looking statements and you should not
place undue reliance on these forward-looking statements. Such
statements are based on managements current expectations and
involve risks and uncertainties. Actual results and performance
could differ materially from those projected in the
forward-looking statements as a result of many factors,
including, without limitation, risks and uncertainties associated
with stockholder approval of and the ability to consummate the
proposed Business Combination through the process being conducted
by Naked, NewCo and Bendon, the ability of Naked, NewCo and
Bendon to enter into a definitive agreement and consummate such
transaction, the risk that one or more of the conditions to
closing of the Business Combination may not be satisfied,
including, without limitation, the effectiveness of the
registration statement to be filed with the SEC or the listing of
NewCos ordinary shares on the NASDAQ Capital Market, the lack of
a public market for ordinary shares of NewCo and the possibility
that a market for such shares may not develop, the ability to
project future cash utilization and reserves needed for
contingent future liabilities and business operations, the
availability of sufficient resources of the combined company to
meet its business objectives and operational requirements, the
ability to realize the expected synergies or savings from the
proposed Business Combination in the amounts or in the timeframe
anticipated, the risk that competing offers or acquisition
proposals will be made, the ability to integrate Nakeds and
Bendons businesses in a timely and cost-efficient manner, the
inherent uncertainty associated with financial projections, and
the potential impact of the announcement or closing of the
proposed Business Combination on customer, supplier, employee and
other relationships. Naked disclaims any intent or obligation to
update these forward-looking statements to reflect events or
circumstances that exist after the date on which they were made.

The information presented in Item 7.01 of this Current Report on
Form 8-K and Exhibit 99.1 shall not be deemed to be filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities of that section, and it shall not be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or under the Exchange Act, whether made
before or after the date hereof, except as expressly set forth by
specific reference in such filing to this Current Report on Form
8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

About Naked Brand Group Inc. (NASDAQ:NAKD)

Naked Brand Group Inc. is an apparel and lifestyle brand company. The Company is focused on innerwear products for women and men. The Company designs, manufactures and sells men’s and women’s underwear, intimate apparel, loungewear and sleepwear under Naked brand name. The Company sells its products through retail partners and direct to consumer through its online retail store www.wearnaked.com. The Company offers a range of innerwear products for men, including boxer briefs, trunks, briefs, undershirts, t-shirts, lounge pants, lounge shorts and robes. Its primary men’s collections include Luxury, Active and Essential. Its women’s collections include a range of products, such as boyshorts, hipsters, lounge pants and tops, camisoles, tank tops, pajamas, chemises and sleepshirts. The Company also makes French Terry robes, as well as Double Gauze woven cotton sleepwear.

Naked Brand Group Inc. (NASDAQ:NAKD) Recent Trading Information

Naked Brand Group Inc. (NASDAQ:NAKD) closed its last trading session down -0.04 at 2.14 with shares trading hands.