SECURITIES AND EXCHANGE COMMISSION FORM 424B4 Prospectus filed pursuant to Rule 424(b)(4) Filing Date: 2018-09-24 SEC Accession No. 0001193125-18-281206 (HTML Version on secdatabase.com) FILER Farfetch Ltd Mailing Address Business Address 211 OLD STREET, THE 211 OLD STREET, THE CIK:1740915| IRS No.: 000000000 | Fiscal Year End: 1231 BOWER, 4TH FLOOR BOWER, 4TH FLOOR Type: 424B4 | Act: 33 | File No.: 333-226929 | Film No.: 181083775 LONDON X0 EC1V 9NR LONDON X0 EC1V 9NR SIC: 7389 Business services, nec 442075495400 Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-226929 44,243,749 Shares Farfetch Limited Class A Ordinary Shares $20.00 per share This is the initial public offering of Class A ordinary shares of Farfetch Limited. We are selling 33,609,891 of our Class A ordinary shares and the selling shareholders identified in this prospectus are selling 10,633,858 of our Class A ordinary shares in this offering. We will not receive any proceeds from the sale of Class A ordinary shares by the selling shareholders. Prior to this offering, there has been no public market for our Class A ordinary shares. The initial public offering price per share is $20.00. We have been approved to list our Class A ordinary shares on The New York Stock Exchange under the symbol FTCH. Following this offering, we will have two classes of shares outstanding, Class A ordinary shares and Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to voting and conversion rights. Each Class A ordinary share is entitled to one vote per share and is not convertible into any other shares. Each Class B ordinary share is entitled to 20 votes per share and is convertible at any time into one Class A ordinary share. In addition, our Class B ordinary shares will automatically convert into Class A ordinary shares upon certain transfers and other events. After giving effect to the sale of Class A ordinary shares hereby, José Neves, our Chief Executive Officer and the beneficial owner of our outstanding Class B ordinary shares, will hold approximately 77.4% of the voting power of our outstanding shares following this offering and the concurrent private placement described below (77.0% if the underwriters exercise their option to purchase additional Class A ordinary shares in full). Concurrently with, and subject to, the consummation of this offering, Kadi Group Holding Limited, an existing shareholder and an affiliate of JD.com Inc., or any of its affiliates, has agreed to purchase from us, in a private placement, Class A ordinary shares totalling one-third of the number of Class A ordinary shares Kadi Group Holding Limited would need to purchase in order to maintain its percentage holding of our total issued and outstanding share capital on a fully diluted basis immediately following the consummation of this offering at a price per share equal to the initial public offering price. Kadi Group Holding Limited will not purchase any further Class A ordinary shares in the event that the underwriters exercise their option to purchase additional shares. Artemis, the Pinault family investment arm, which controls Kering, has indicated an interest in purchasing an aggregate of up to $50.0 million in Class A ordinary shares in this offering at the initial public offering price. Because this indication of interest is not a binding agreement or commitment to purchase, Artemis could determine to purchase more, less or no Class A ordinary shares in this offering, or the underwriters could determine to sell more, less or no shares to Artemis. The underwriters will receive the same discount on any of our Class A ordinary shares purchased by Artemis as they will from any other shares sold to the public in this offering. We are both an emerging growth company and a foreign private issuer under applicable U.S. Securities and Exchange Commission rules and will be eligible for reduced public company disclosure requirements. See Prospectus SummaryImplications of Being an Emerging Growth Company and a Foreign Private Issuer. Investing in our Class A ordinary shares involves risks. See Risk Factors beginning on page 23. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Per Share Total Initial public offering price $ 20.00 $884,874,980 Underwriting discount(1) $ 1.15 $50,880,311 Proceeds, before expenses, to us $ 18.85 $633,546,446 Proceeds, before expenses, to the selling shareholders $ 18.85 $200,448,223 (1) We refer you to Underwriting for additional information regarding underwriting compensation. To the extent that the underwriters sell more than 44,243,749 Class A ordinary shares, the underwriters have the option to purchase up to an additional 6,636,562 Class A ordinary shares from us at the initial public offering price, less the underwriting discount. The underwriters expect to deliver the shares against payment in New York, New York on to purchasers on September 25, 2018. Goldman Sachs & Co. LLC J.P. Morgan Allen & Company LLC UBS Investment Bank Credit Suisse Deutsche Bank Securities Wells Fargo Securities Cowen BNP PARIBAS Prospectus dated September 20, 2018 Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS About this Prospectus ii Presentation of Financial and Other Information ii Market and Industry Data iv Trademarks, Service Marks and Tradenames iv Prospectus Summary 1 The Offering 13 Summary Consolidated Financial and Operating Data 17 Risk Factors 23 Cautionary Statement Regarding Forward-Looking Statements 60 Use of Proceeds 62 Dividend Policy 63 Capitalization 64 Dilution 65 Selected Consolidated Financial and Operating Data 67 Managements Discussion and Analysis of Financial Condition and Results of Operations 69 Letter from José Neves 96 Business 99 Management 126 Principal and Selling Shareholders 137 Related Party Transactions 141 Description of Share Capital and Articles of Association 145 Shares Eligible for Future Sale 155 Material Tax Considerations 157 Underwriting 165 Expenses of the Offering 172 Legal Matters 173 Experts 173 Enforcement of Civil Liabilities 174 Where You Can Find More Information 175 Index to Consolidated Financial Statements F-1 For investors outside the United States: Neither we, the selling shareholders, nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our Class A ordinary shares and the distribution of this prospectus outside the United States. Neither we, the selling shareholders, nor the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared, and neither we, the selling shareholders, nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. We, the selling shareholders, and the underwriters are not making an offer to sell, or seeking offers to buy, these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than its date, regardless of the time of delivery of this prospectus or of any sale of the Class A ordinary shares. i Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents ABOUT THIS PROSPECTUS We have historically conducted our business through Farfetch.com Limited (Farfetch.com), a company incorporated under the laws of the Isle of Man with registered number 000657V, and its subsidiaries, but prior to the consummation of this offering we will engage in the Reorganization Transactions described in Prospectus SummaryThe Reorganization Transactions pursuant to which Farfetch.com will become 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). Except where the context otherwise requires or where otherwise indicated, the terms Farfetch, the Company, we, us, our, our company and our business refer, prior to the Reorganization Transactions discussed below, to Farfetch.com and, after the Reorganization Transactions, to Farfetch Limited, in each case together with its consolidated subsidiaries as a consolidated entity. The terms dollar, USD or $ refer to U.S. dollars, the terms pound sterling or £ refer to the legal currency of the United Kingdom and the terms or euro are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community, as amended. 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 the financial statements were prepared in accordance with generally accepted accounting principles in the United States.