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FORM 20-F Farfetch Limited

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FORM 20-F Farfetch Limited UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number 001-38655 Farfetch Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) Cayman Islands (Jurisdiction of incorporation or organization) The Bower, 211 Old Street London EC1V 9NR, United Kingdom (Address of principal executive offices) James L. Maynard General Counsel & Executive Vice President Group Legal Telephone: +44 (0) 20 7549 5900 Farfetch Limited The Bower, 211 Old Street London EC1V 9NR, United Kingdom (Name, Telephone, E-mail 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 each exchange on which registered Class A ordinary shares, par value $0.04 per share FTCH New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annual report. 296,740,928 Class A ordinary shares and 42,858,080 Class B ordinary shares 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 ☒ Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions 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 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 ☒ TABLE OF CONTENTS Page PRESENTATION OF FINANCIAL AND OTHER INFORMATION 3 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 5 PART I Item 1. Identity of Directors, Senior Management and Advisers 7 Item 2. Offer Statistics and Expected Timetable 7 Item 3. Key Information 7 A. Selected Financial Data 7 B. Capitalization and Indebtedness 14 C. Reasons for the Offer and Use of Proceeds 14 D. Risk Factors 14 Item 4. Information on the Company 53 A. History and Development of the Company 53 B. Business Overview 54 C. Organizational Structure 68 D. Property, Plant and Equipment 68 Item 4A. Unresolved Staff Comments 68 Item 5. Operating and Financial Review and Prospects 69 A. Operating Results 76 B. Liquidity and Capital Resources 86 C. Research and Development, Patents and Licenses, etc. 87 D. Trend Information 87 E. Off-Balance Sheet Arrangements 88 F. Tabular Disclosure of Contractual Obligations 88 G. Safe Harbor 88 Item 6. Directors, Senior Management and Employees 88 A. Directors and Senior Management 88 B. Compensation 91 C. Board Practices 94 D. Employees 97 E. Share Ownership 97 Item 7. Major Shareholders and Related Party Transactions 98 A. Major Shareholders 98 B. Related Party Transactions 100 C. Interests of Experts and Counsel 103 Item 8. Financial Information 103 A. Consolidated Statements and Other Financial Information 103 B. Significant Changes 104 Item 9. The Offer and Listing 105 A. Offer and Listing Details 105 B. Plan of Distribution 105 C. Markets 105 D. Selling Shareholders 105 1 E. Dilution 105 F. Expense of the Issue 105 Item 10. Additional Information 105 A. Share Capital 105 B. Memorandum and Articles of Association 105 C. Material Contracts 105 D. Exchange Controls 105 E. Taxation 106 F. Dividends and Paying Agents 112 G. Statement by Experts 112 H. Documents on Display 113 I. Subsidiary Information 113 Item 11. Quantitative and Qualitative Disclosures About Market Risk 113 Item 12. Description of Securities Other Than Equity Securities 114 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 115 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 115 Item 15. Controls and Procedures 115 Item 16. Reserved 117 Item 16A. Audit Committee Financial Expert 117 Item 16B. Code of Ethics 117 Item 16C. Principal Accountant Fees and Services 117 Item 16D. Exemptions from the Listing Standards for Audit Committees 118 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 118 Item 16F. Changes in Registrant’s Certifying Accountant 118 Item 16G. Corporate Governance 118 Item 16H. Mine Safety Disclosure 119 PART III Item 17. Consolidated financial statements 120 Item 18. Consolidated financial statements 120 Item 19. Exhibits 121 SIGNATURES 124 CONSOLIDATED FINANCIAL STATEMENTS F-1 2 PRESENTATION OF FINANCIAL AND OTHER INFORMATION We report under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (the “IASB”). None of our consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States (“U.S.”). We have historically conducted our business through Farfetch.com Limited and its subsidiaries (“Farfetch.com”), a company incorporated under the laws of the Isle of Man. In connection with our initial public offering consummated on September 25, 2018 (our “IPO”), we carried out reorganization transactions (the “Reorganization Transactions”) whereby Farfetch.com became a wholly owned subsidiary of Farfetch Limited, an exempted company incorporated with limited liability under the Companies Law (2018 Revision) of the Cayman Islands, as amended and restated from time to time (the “Companies Law”). Following the Reorganization Transactions, our business is conducted through Farfetch Limited and its subsidiaries. For additional information about the Reorganization Transactions, see below. The Reorganization Transaction To effect the reorganization, all holders of warrants over Farfetch.com shares, except a holder of 189,995 warrants that remained outstanding, exercised their warrants into the applicable class of shares, and the outstanding shares of Farfetch.com were exchanged for shares of Farfetch Limited with equivalent rights. Following this exchange, the ordinary shares, the restricted linked ordinary shares and the preference shares held by the shareholders of Farfetch Limited were converted into ordinary shares of Farfetch Limited and subsequently converted into for Class A ordinary shares and Class B ordinary shares, as applicable. Outstanding options of Farfetch.com were also released in exchange for the grant of options with equivalent rights over Class A ordinary shares of Farfetch Limited. The 189,995 warrants outstanding were all exercised in the year ending December 31, 2019. General Information Our consolidated financial statements are reported in U.S. Dollars, which are denoted “dollars,” “USD” or “$” throughout this Annual Report on
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