Fosun International Amends Lanvin Group Holdings Filing

TL;DR

Fosun International updated its stake in Lanvin Group. Keep an eye on this.

AI Summary

Fosun International Ltd. and its affiliates have filed an amendment (No. 4) to their Schedule 13D regarding Lanvin Group Holdings Limited, as of June 17, 2024. The filing indicates changes in beneficial ownership, with Fosun International Ltd. listed as the filer. The filing does not specify dollar amounts or specific share changes in this amendment.

Why It Matters

This filing updates the ownership structure and potential influence of Fosun International over Lanvin Group Holdings, which could impact the latter's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can signal shifts in control or strategy, potentially affecting stock price volatility.

Key Players & Entities

• Fosun International Ltd. (company) — Filer and major shareholder
• Lanvin Group Holdings Limited (company) — Subject company
• FOSUN FASHION HOLDINGS (CAYMAN) LTD (company) — Group member
• SHANGHAI YUYUAN TOURIST MART (GROUP) CO., LTD (company) — Group member
• YU JING INDUSTRIAL LTD (company) — Group member
• YUJING FASHION (BVI) LTD (company) — Group member
• SZE Mei Ming (person) — Contact person

FAQ

Key Financial Figures

• $0.000001 — of Issuer) Ordinary Shares, par value $0.000001 per share (Title of Class of Securiti

Filing Documents

• tm2417298d1_sc13da.htm (SC 13D/A) — 93KB
• tm2417298d1_ex99-13.htm (EX-99.13) — 242KB
• tm2417298d1_ex99-14.htm (EX-99.14) — 722KB
• tm2417298d1_ex99-13img001.jpg (GRAPHIC) — 2KB
• tm2417298d1_ex99-13img002.jpg (GRAPHIC) — 2KB
• tm2417298d1_ex99-13sp2img006.jpg (GRAPHIC) — 7KB
• tm2417298d1_ex99-14img004.jpg (GRAPHIC) — 61KB
• tm2417298d1_ex99-14img005.jpg (GRAPHIC) — 9KB
• tm2417298d1_ex99-14s2img001.jpg (GRAPHIC) — 1KB
• tm2417298d1_ex99-14s2img002.jpg (GRAPHIC) — 1KB
• 0001104659-24-072030.txt ( ) — 1174KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of the Schedule 13D is hereby amended and supplemented by inserting

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.

Purpose of Transaction

Item 4. Purpose of Transaction

of the Schedule 13D is hereby amended and supplemented by incorporating

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.

Interest in Securities of the Issuer

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

Contracts, Arrangements, Understandings or Relationships

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

of the Schedule 13D is hereby amended and supplemented by inserting

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.

Materials to be Filed as Exhibits

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

SIGNATURES

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

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View this SC 13D/A filing on SEC EDGAR