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, 2020 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 [email protected] Farfetch Limited The Bower, 211 Old Street London EC1V 9NR, United kingdom (Name, E-mail and Address of Company Contact Person) Securities registered or to be registered, pursuant to Section 12(b) of the Act Trading Title of each class 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. 311,352,064 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 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 under 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 ☒ TABLE OF CONTENTS Page PRESENTATION OF FINANCIAL AND OTHER INFORMATION 3 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 5 RISK FACTOR SUMMARY 7 PART I Item 1. Identity of Directors, Senior Management and Advisers 9 Item 2. Offer Statistics and Expected Timetable 9 Item 3. Key Information 9 A. Selected Financial Data 9 B. Capitalization and Indebtedness 17 C. Reasons for the Offer and Use of Proceeds 17 D. Risk Factors 17 Item 4. Information on the Company 63 A. History and Development of the Company 63 B. Business Overview 65 C. Organizational Structure 77 D. Property, Plant and Equipment 78 Item 4A. Unresolved Staff Comments 78 Item 5. Operating and Financial Review and Prospects 79 A. Operating Results 87 B. Liquidity and Capital Resources 100 C. Research and Development, Patents and Licenses, etc. 103 D. Trend Information 104 E. Off-Balance Sheet Arrangements 104 F. Tabular Disclosure of Contractual Obligations 104 G. Safe Harbor 104 Item 6. Directors, Senior Management and Employees 105 A. Directors and Senior Management 105 B. Compensation 107 C. Board Practices 109 D. Employees 113 E. Share Ownership 114 Item 7. Major Shareholders and Related Party Transactions 114 A. Major Shareholders 114 B. Related Party Transactions 115 C. Interests of Experts and Counsel 118 Item 8. Financial Information 118 A. Consolidated Statements and Other Financial Information 118 B. Significant Changes 119 Item 9. The Offer and Listing 119 A. Offer and Listing Details 119 B. Plan of Distribution 119 C. Markets 119 1 D. Selling Shareholders 119 E. Dilution 120 F. Expense of the Issue 120 Item 10. Additional Information 120 A. Share Capital 120 B. Memorandum and Articles of Association 120 C. Material Contracts 120 D. Exchange Controls 120 E. Taxation 120 F. Dividends and Paying Agents 127 G. Statement by Experts 127 H. Documents on Display 127 I. Subsidiary Information 127 Item 11. Quantitative and Qualitative Disclosures About Market Risk 127 Item 12. Description of Securities Other Than Equity Securities 128 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 129 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 129 Item 15. Controls and Procedures 129 Item 16. Reserved 131 Item 16A. Audit Committee Financial Expert 131 Item 16B. Code of Ethics 131 Item 16C. Principal Accountant Fees and Services 131 Item 16D. Exemptions from the Listing Standards for Audit Committees 132 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 132 Item 16F. Changes in Registrant’s Certifying Accountant 132 Item 16G. Corporate Governance 132 Item 16H. Mine Safety Disclosure 133 PART III Item 17. Consolidated financial statements 134 Item 18. Consolidated financial statements 134 Item 19. Exhibits 135 SIGNATURES 137 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”). General Information Our consolidated financial statements are reported in U.S. dollars, which are denoted “dollars,” “USD” or “$” throughout this Annual Report on Form 20-F (“Annual Report”). Also, throughout this Annual Report: • 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 (as defined below), to Farfetch.com Limited, a company incorporated under the laws of the Isle of Man with registered number 000657V, and after the Reorganization Transactions to Farfetch Limited, an exempted company incorporated with limited liability under the Companies Act (as amended) of the Cayman Islands, as amended and restated from time to time (the “Companies Act”), in each case together with its consolidated subsidiaries as a consolidated entity; • the terms “€” or “euro” refer 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; and • the terms “pound sterling” or “£” refer to the legal currency of the United Kingdom. Segment Change Following the acquisition of New Guards, in the fourth quarter of the year ended December 31, 2019, management determined that we have three reportable operating segments: (i) Digital Platform, (ii) Brand Platform and (iii) In-Store, given our organizational structure and the manner in which our business is reviewed and managed. In the fourth quarter of the year ended December 31, 2019, we realigned our reportable operating segments to reflect how our Chief Operating Decision-Maker was making operating decisions, allocating resources and evaluating operating performance. See Item 5. “Operating and Financial Review and Prospects — Operating Results by Segment” and Note 6 to our audited consolidated financial statements (“Segmental and geographical information”) included elsewhere in this Annual Report for additional information about these segments. Information presented in this Annual Report for periods prior to this segment change has been revised to reflect this segment realignment.