Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)

 

Lanvin Group Holdings Limited

(Name of Issuer)

Ordinary Shares, par value $0.000001 per share

(Title of Class of Securities)

G5380J100

(CUSIP Number)

 

SZE Mei Ming

Room 808, ICBC Tower,

3 Garden Road, Central

Hong Kong

(852) 2509 3228

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 14, 2024

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. G5380J100
	1.	Name of Reporting Persons: Fosun International Limited I.R.S. Identification Nos. of Above Persons (Entities Only):
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	☐
		(b)	☐
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC (see Item 3)
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
	6.	Citizenship or Place of Organization Hong Kong
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 65,451,209 (see Item 5)
		8.	Shared Voting Power 24,883,006(1) (see Item 5)
		9.	Sole Dispositive Power 65,451,209
		10.	Shared Dispositive Power 24,883,006(1) (see Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 90,334,215(2) (see Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
	13.	Percent of Class Represented by Amount in Row (11) 62.87%(3) (see Item 5)
	14.	Type of Reporting Person (See Instructions) CO

 

(1) Includes (i) 18,811,415 ordinary shares, par value $0.000001 per share (“Ordinary Shares”) held by Fosun Fashion Holdings (Cayman) Limited 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: 00656). 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 (SSE Stock Code: 600655). Shanghai Yuyuan Tourist Mart (Group) Co., Ltd (SSE Stock Code: 600655) is majority owned by Fosun International Limited (HKSE Stock Code: 00656) indirectly through a number of intermediate subsidiaries.

 

(2) Includes (i) 65,451,209 Ordinary Shares held by Fosun International Limited, (ii) 18,811,415 Ordinary Shares held by Fosun Fashion Holdings (Cayman) Limited and (iii) 6,071,591 Ordinary Shares held by Yujing Fashion (BVI) Limited.

 

(3) Based on 143,692,748 Ordinary Shares of the Issuer issued and outstanding as of June 14, 2024, as determined based on the records of the Issuer.

 

 

CUSIP No. G5380J100
	1.	Name of Reporting Persons: Fosun Fashion Holdings (Cayman) Limited I.R.S. Identification Nos. of Above Persons (Entities Only):
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	¨
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC, OO (see Item 3)
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0 (see Item 5)
		8.	Shared Voting Power 18,811,415 (see Item 5)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 18,811,415 (see Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 18,811,415 (see Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
	13.	Percent of Class Represented by Amount in Row (11) 13.09%(1) (see Item 5)
	14.	Type of Reporting Person (See Instructions) CO

 

(1)  Based on 143,692,748 Ordinary Shares of the Issuer issued and outstanding as of June 14, 2024, as determined based on the records of the Issuer.

 

 

CUSIP No. G5380J100
	1.	Name of Reporting Persons: Yujing Fashion (BVI) Limited I.R.S. Identification Nos. of Above Persons (Entities Only):
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	¨
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO (see Item 3)
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
	6.	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0 (see Item 5)
		8.	Shared Voting Power 6,071,591(1) (see Item 5)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 6,071,591(1) (see Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,071,591(1) (see Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
	13.	Percent of Class Represented by Amount in Row (11) 4.23% (2) (see Item 5)
	14.	Type of Reporting Persons (See Instructions) CO

 

(1) Represents 6,071,591 Ordinary Shares held by Yujing Fashion (BVI) Limited. 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 (SSE Stock Code: 600655). Shanghai Yuyuan Tourist Mart (Group) Co., Ltd (SSE Stock Code: 600655) is majority owned by Fosun International Limited (HKSE Stock Code: 00656) indirectly through a number of intermediate subsidiaries.

 

(2) Based on 143,692,748 Ordinary Shares of the Issuer issued and outstanding as of June 14, 2024, as determined based on the records of the Issuer.

 

 

CUSIP No. G5380J100
	1.	Name of Reporting Persons: Shanghai Yuyuan Tourist Mart (Group) Co., Ltd I.R.S. Identification Nos. of Above Persons (Entities Only):
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	¨
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO (see Item 3)
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
	6.	Citizenship or Place of Organization PRC
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0 (see Item 5)
		8.	Shared Voting Power 6,071,591(1) (see Item 5)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 6,071,591(1) (see Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,071,591(1) (see Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
	13.	Percent of Class Represented by Amount in Row (11) 4.23%(2) (see Item 5)
	14.	Type of Reporting Person (See Instructions) CO

 

(1) Represents 6,071,591 Ordinary Shares held by Yujing Fashion (BVI) Limited. 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 (SSE Stock Code: 600655). Shanghai Yuyuan Tourist Mart (Group) Co., Ltd (SSE Stock Code: 600655) is majority owned by Fosun International Limited (HKSE Stock Code: 00656) indirectly through a number of intermediate subsidiaries.

 

(2) Based on 143,692,748 Ordinary Shares of the Issuer issued and outstanding as of June 14, 2024, as determined based on the records of the Issuer.

 

 

CUSIP No. G5380J100
	1.	Name of Reporting Persons: Yu Jing Industrial Limited I.R.S. Identification Nos. of Above Persons (Entities Only):
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	¨
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO (see Item 3)
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
	6.	Citizenship or Place of Organization Hong Kong
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0 (see Item 5)
		8.	Shared Voting Power 6,071,591(1) (see Item 5)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 6,071,591(1) (see Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,071,591(1) (see Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
	13.	Percent of Class Represented by Amount in Row (11) 4.23%(2) (see Item 5)
	14.	Type of Reporting Person (See Instructions) CO

 

(1) Represents 6,071,591 Ordinary Shares held by Yujing Fashion (BVI) Limited. 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 (SSE Stock Code: 600655). Shanghai Yuyuan Tourist Mart (Group) Co., Ltd (SSE Stock Code: 600655) is majority owned by Fosun International Limited (HKSE Stock Code: 00656) indirectly through a number of intermediate subsidiaries.

 

(2) Based on 143,692,748 Ordinary Shares of the Issuer issued and outstanding as of June 14, 2024, as determined based on the records of the Issuer.

 

 

EXPLANATORY NOTE

 

This Amendment No. 4 (this “Amendment”), jointly filed on behalf of Fosun International Limited (“Fosun International”), Fosun Fashion Holdings (Cayman) Limited (“FFH”), Yujing Fashion (BVI) Limited (“Yujing Fashion”), Yu Jing Industrial Limited (“Yu Jing”) and Shanghai Yuyuan Tourist Mart (Group) Co., Ltd (“Yuyuan” and, together with Fosun International, FFH, Yujing Fashion and Yu Jing, the “Reporting Persons” and each a “Reporting Person”), relates to the ordinary shares, par value $0.000001 per share (the “Ordinary Shares”) of Lanvin Group Holdings Limited (the “Issuer”), and amends and supplements the Schedule 13D filed by the Reporting Persons on December 23, 2022 with the SEC, as amended by Amendment No. 1 filed by the Reporting Persons on December 18, 2023, Amendment No. 2 filed by the Reporting Persons on February 7, 2024 and as amended further by Amendment No. 3 filed by the Reporting Persons on April 9, 2024. (the “Schedule 13D”). Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Schedule 13D.

 

Unless specifically amended hereby, the disclosure set forth in the Schedule 13D remains unchanged.

 

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby amended and supplemented by inserting the following:

 

Fosun International’s repurchase of 5,279,644 Ordinary Shares for a consideration of EUR40,000,000 from Natixis was paid by Fosun International using cash on hand.

 

Item 4. Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented by incorporating by reference therein the information set forth in Item 6 of this Amendment.

 

Item 5. Interest in Securities of the Issuer

 

This Amendment is being filed to update the percentages of the Ordinary Shares beneficially owned by the Reporting Persons in connection with (i) Fosun International’s repurchase of 5,279,644 Ordinary Shares from Natixis pursuant to the total return swap evidenced by an amended and restated confirmation dated November 4, 2022 between Fosun International and Natixis referencing Issuer’s Ordinary Shares and a settlement agreement between Fosun International and Natixis dated June 14, 2024 setting out the terms of the repurchase (the “Settlement Agreement”), and (ii) Fosun International mortgaging and charging 11,717,300 Ordinary Shares (the “Natixis Pledge Shares”), in favor of Natixis pursuant to the updated total return swap evidenced by an amended and restated confirmation dated June 14, 2024 (the “2024 TRS”).

 

Section (a) and Section (b) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

 

(a)-(b) The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. Fosun International directly beneficially owns 65,451,209, or 45.55%, of the Ordinary Shares. FFH directly beneficially owns 18,811,415, or 13.09%, of the Ordinary Shares. Yujing Fashion directly beneficially owns 6,071,591, or 4.23%, of the Ordinary Shares. Yu Jing as the sole shareholder of Yujing Fashion, and Yuyuan as the sole shareholder of Yu Jing, may be deemed to have shared voting and dispositive power, and therefore, beneficial ownership, over the 6,071,591 Ordinary Shares owned directly by Yujing Fashion. Fosun International as the sole shareholder of FFH and the indirect majority shareholder of Yujing Fashion may be deemed to have shared voting and dispositive power, and therefore, beneficial ownership, over the 18.811,415 and 6,071,591 Ordinary Shares owned directly by FFH and Yujing Fashion, respectively.

 

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owners of the Ordinary Shares.

 

(c)   On June 6, 2024, FFH transferred 3,500,000 Ordinary Shares to Fosun International and on June 14, 2024, Fosun International repurchased 5,279,644 Ordinary Shares from Natixis. Except as disclosed herein, none of the Reporting Persons has effected and, to the best knowledge of the Reporting Persons, none of the Covered Persons has effected any transactions in the Ordinary Shares during the past 60 days.

 

(d)   Except as disclosed herein, no other person is known to have the right to receive, or the power to direct the receipt of dividends from, the proceeds from the sale of the Ordinary Shares to which this Schedule 13D relates.

 

(e)   Not applicable.

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the Schedule 13D is hereby amended and supplemented by inserting the following:

 

In connection with the consummation of the 2024 TRS, Fosun International agreed to mortgage and charge the 11,717,300 Ordinary Shares (the “Natixis Pledge Shares”) in favor of Natixis. The Natixis Pledge Shares will be deposited into a securities account under custody in favor of Natixis pursuant to a security agreement by and between Fosun International and Natixis (the “Security Agreement”) dated June 14, 2024.

 

The foregoing descriptions of the 2024 TRS, the Security Agreement and the Settlement Agreement do not purport to be complete and are filed as exhibits to this Amendment, with the 2024 TRS attached at the end of the Settlement Agreement as Schedule 2 therein.

 

Item 7. Materials to be Filed as Exhibits

 

Exhibit
No.		Description
99.1*		Joint Filing Agreement, dated December 23, 2022, by and among the Reporting Persons.
99.2		Business Combination Agreement, dated as of March 23, 2022, by and among Primavera Capital Acquisition Corporation, Fosun Fashion Group (Cayman) Limited, Lanvin Group Holdings Limited, Lanvin Group Heritage I Limited and Lanvin Group Heritage II Limited (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form F-4 (Reg. No. 333-266095), as amended, initially filed with the SEC on July 11, 2022).
99.3		Amendment No.1 to the Business Combination Agreement, dated as of October 17, 2022, by and among Primavera Capital Acquisition Corporation, Fosun Fashion Group (Cayman) Limited, Lanvin Group Holdings Limited, Lanvin Group Heritage I Limited and Lanvin Group Heritage II Limited (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form F-4 (Reg. No. 333-266095), as amended, initially filed with the SEC on July 11, 2022).
99.4		Amendment No. 2 to the Business Combination Agreement, dated as of October 20, 2022, by and among Primavera Capital Acquisition Corporation, Fosun Fashion Group (Cayman) Limited, Lanvin Group Holdings Limited, Lanvin Group Heritage I Limited and Lanvin Group Heritage II Limited (incorporated by reference to Exhibit 2.3 to the Registration Statement on Form F-4 (Reg. No. 333-266095), as amended, initially filed with the SEC on July 11, 2022).
99.5		Amendment No. 3 to the Business Combination Agreement, dated as of October 28, 2022, by and among Primavera Capital Acquisition Corporation, Fosun Fashion Group (Cayman) Limited, Lanvin Group Holdings Limited, Lanvin Group Heritage I Limited and Lanvin Group Heritage II Limited (incorporated by reference to Exhibit 2.4 to the Registration Statement on Form F-4 (Reg. No. 333-266095), as amended, initially filed with the SEC on July 11, 2022).
99.6		Amendment No. 4 to the Business Combination Agreement, dated as of December 2, 2022, by and among Primavera Capital Acquisition  Corporation, Fosun Fashion Group (Cayman) Limited, Lanvin Group Holdings Limited, Lanvin Group Heritage I Limited and Lanvin Group Heritage II Limited (incorporated by reference to Exhibit 2.5 to the Registration Statement on Form F-4 (Reg. No. 333-266095), as amended, initially filed with the SEC on July 11, 2022).
99.7		Form of PIPE Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form F-4 (Reg. No. 333-266095), as amended, initially filed with the SEC on July 11, 2022).
99.8		Lock-Up Agreement, dated as of March 23, 2022, by and among Primavera Capital Acquisition Corporation, Primavera Capital Acquisition LLC, Lanvin Group Holdings Limited, and certain other parties thereto (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form F-4 (Reg. No. 333-266095), as amended, initially filed with the SEC on July 11, 2022).
99.9		Investor Rights Agreement, dated as of March 23, 2022, by and among Primavera Capital Acquisition Corporation, Primavera Capital Acquisition LLC, Fosun Fashion Group (Cayman) Limited, Lanvin Group Holdings Limited, and certain other parties thereto (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form F-4 (Reg. No. 333-266095), as amended, initially filed with the SEC on July 11, 2022).
99.10		Share Buyback and Subscription Agreement, dated as of December 1, 2023, by and between Lanvin Group Holdings Limited and Meritz Securities Co., Ltd. (incorporated by reference to Exhibit 99.1 to the current report on Form 6-K (File No. 001-41569) furnished to the SEC on December 1, 2023).
99.11		Amended and Restated Relationship Agreement, dated as of December 1, 2023, by and between Lanvin Group Holdings Limited and Meritz Securities Co., Ltd. (incorporated by reference to Exhibit 99.2 to the current report on Form 6-K (File No. 001-41569) furnished to the SEC on December 1, 2023).
99.12*		Account Security Agreement, dated as of December 14, 2023, between Fosun International Limited and Meritz Securities Co., Ltd.
99.13†		Security Agreement, dated as of June 14, 2024, between Fosun International and Natixis.
99.14†		Settlement Agreement, dated as of June 14, 2024, between Fosun International and Natixis.

 

* Previously filed.

† Filed herewith.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: June 17, 2024

 

	Fosun International Limited
	By:	/s/ SZE Mei Ming
	Name:	SZE Mei Ming
	Title:	Company Secretary

 

	Fosun Fashion Holdings (Cayman) Limited
	By:	/s/ ZOU Chao
	Name:	ZOU Chao
	Title:	Director

 

	Yujing Fashion (BVI) Limited
	By:	/s/ WANG Zunxiang
	Name:	WANG Zunxiang
	Title:	Director

 

	Yu Jing Industrial Limited
	By:	/s/ ZOU Chao
	Name:	ZOU Chao
	Title:	Director

 

	Shanghai Yuyuan Tourist Mart (Group) Co., Ltd
	By:	/s/ HUANG Zhen
	Name:	HUANG Zhen
	Title:	Director