what's happening with Farfetch ?, page-5

Farfetch provides business update

On December 18, 2023, Farfetch Holdings plc (“FF PLC”), a public limited company organized under the laws of
England and Wales and a wholly owned direct subsidiary of Farfetch Limited, informed the board of directors of
Farfetch Limited (the “Board”) that it had entered into (i) a committed first lien delayed draw term loan facility in
an aggregate principal amount of $500 million (the “Bridge Loan Facility”) with certain direct and/or indirect
subsidiaries of FF PLC, as borrowers and/or guarantors and Athena Topco LP, a Delaware limited partnership
(“Athena Topco”), an entity owned by Coupang, Inc. (“Coupang”), and funds managed and/or advised by
Greenoaks Capital Partners LLC (“Greenoaks”), as lender (the loans drawn on the Bridge Loan Facility from time
to time, collectively, the “Bridge Loans”) and (ii) a transaction support agreement (the “Support Agreement”)
with, among other parties, Farfetch Limited, Athena Topco and an ad hoc group of lenders (the “AHG”) holding in
excess of 80% of the outstanding term loans (the “Term Loans”) under the existing credit agreement of FF PLC
and certain of its direct and/or indirect subsidiaries, dated October 20, 2022, as amended on April 7, 2023, and as
further amended on August 11, 2023 (the “Credit Agreement”; and the Credit Agreement as amended by the
third amendment to be entered into on December 18, 2023 (as further described below), the “Amended Credit
Agreement”).

Farfetch Limited and its financial advisors have conducted a thorough and extensive process to secure additional
liquidity for Farfetch Limited and its subsidiaries. Without such liquidity, Farfetch Limited and its subsidiaries
would have been unable to continue as a going concern. The Board is disappointed that the process has not
resulted in a solution that ensures that Farfetch Limited, the listed entity, remains a going concern. However, the
Board is pleased to see that FF PLC has successfully secured a solution that ensures the continued operations of
its business and that it will continue to serve the network of brands, boutiques and consumers depending on the
FARFETCH Marketplace every day.

Farfetch Limited announces the resignation of its independent members of the Board and all committees thereof:
Dana Evan, David Rosenblatt, Diane Irvine, Gillian Tans, Stephanie Horton and Victor Luís effective immediately
(the “Independent Directors”). The resignation of the Independent Directors is not the result of any
disagreement with Farfetch Limited or with its operations, policies or practices. They leave with the sincere
thanks of Farfetch Limited for all they have contributed to the Board and Farfetch Limited, along with Farfetch
Limited’s best wishes for the future. The Independent Directors wish Coupang, Greenoaks and the Farfetch
business every success. Following these resignations, the Board consists of José Neves.

Further, Farfetch Limited, FF PLC, Richemont and Symphony Global have today agreed to terminate, with
immediate effect, FF PLC’s proposed acquisition of 47.5% of Yoox-Net-A-Porter (“YNAP”),the adoption of
FARFETCH Platform Solutions by YNAP and the Richemont Maisons and the launch of Richemont Maison econcessions on the FARFETCH Marketplace.

Descriptions of the transactions
Under the terms of the Bridge Loan Facility, Athena Topco will commit to fund the Bridge Loans (subject to
customary drawdown conditions) on an as needed basis to fund FF PLC’s and its direct and indirect subsidiaries’
ordinary course working capital, operations and/or expenses in accordance with an agreed financial plan. The
Bridge Loans will include customary covenants for an instrument of this type. Interest on the Bridge Loans shall
accrue at a rate of 12.5% per annum, compounding monthly in payment-in-kind interest (“PIK”). The Bridge
Loans will be secured on a pari passu basis with the Term Loans by the same collateral package as the Term
Loans. Except if the Sale (as defined below) is consummated, the Bridge Loans will become immediately due and
payable: (i) at the end of the Exclusivity Period (as defined below), (ii) in the event that a competing transaction
is signed in relation to FF PLC’s assets being consummated pursuant to the marketing process (a “Competing
Transaction”), (iii) upon an event of default and acceleration under the Bridge Loan Facility documents as a result
of, among other customary events, a breach by FF PLC (or its applicable subsidiaries) of a covenant, failure by FF
PLC (or its applicable subsidiaries) to satisfy any obligations thereunder, or a cross-default of the Bridge Loan
Facility as a result of the default by FF PLC (or its applicable subsidiaries) of other applicable instruments, or (iv)
in the event of a termination of the Support Agreement as a result of certain events related to a material breach
thereof by Farfetch Limited (or its applicable subsidiaries) or the AHG, in each case at a price equal to 1.95x of the
full committed $500 million plus accrued and unpaid interest (including PIK); provided, that, in the event of a
liquidation of FF PLC and certain of its subsidiaries, Athena Topco shall receive the sum of (x) the thenoutstanding principal amount of Bridge Loans on a pari passu basis with the Term Loans plus (y) the product of
(A) 0.95 multiplied by (B) the then-outstanding principal amount of Bridge Loans, with such additional amount
ranking on a junior basis to the Term Loans.
Under the terms of the Support Agreement, FF PLC, Athena Topco and the AHG agree to support and implement the
following:
• The Credit Agreement has been amended by the third amendment thereto, to, among other things,
permit the transactions contemplated by the Support Agreement (including the Sale), establish the
Bridge Loan Facility as a tranche of delayed draw term loans on a pari passu basis with the Term
Loans and implement certain other changes to the terms set forth therein.
• A marketing process of all of the assets of FF PLC (the “Farfetch Business”) will be undertaken by JP
Morgan on behalf of FF PLC.
• In the absence of a Competing Transaction, FF PLC is expected to sell and Athena Topco is expected to
buy the Farfetch Business, through an English-law pre-pack administration process (the “Sale”), subject
to receipt of requisite regulatory clearances by Athena Topco.
• If the Sale is consummated, the Bridge Loans (to the extent funded) will be exchanged by Athena
Topco for the Farfetch Business and the commitment will otherwise be terminated. Following the
closing of the Sale, one or more obligors under the Term Loans will make an offer to repurchase 10%
of the outstanding principal amount of the Term Loans at par, pro rata amongst the lenders of the
Term Loans.
• In connection with the closing of the Sale, Athena Topco will (i) contribute to the Farfetch Business an
amount (to the extent positive) equal to $300 million less the then outstanding principal amount of
the funded Bridge Loans, and (ii) commit to provide to the Farfetch Business an additional amount
equal to $500 million less the sum of (x) the outstanding principal amount of the funded Bridge Loans
at the closing of the Sale and (y) the amount funded under clause (i) hereof, at the Farfetch Business’s
option within 12-months of the closing of the Sale, the net proceeds of which will be applied to meet
transaction costs and otherwise will be made available for the working capital and general corporate
needs of the Farfetch Business and its consolidated entities.

Athena Topco will have certain corporate governance and information rights in connection with the Sale.
The terms of the Support Agreement and related transactions contain customary covenants, undertakings and
conditions for an arrangement of this type. The transactions are subject to an exclusivity period through April 30,
2024 (the “Exclusivity Period”). If either FF PLC or the AHG announces, enters into or consummates a Competing
Transaction with a third party on or before the expiry of the Exclusivity Period, FF PLC will pay a one-time
termination fee of $20 million to Athena Topco within two business days after announcing, entering into or
consummating such Competing Transaction. In addition, the AHG have agreed not to enter into a Competing
Transaction, unless pursuant to such Competing Transaction, no portion of the debt held by the AHG would remain
outstanding (or would be refinanced in cash or on a cashless basis by the AHG). FF PLC will reimburse the AHG and
Athena Topco for all reasonable out-of-pocket costs, fees and expenses incurred in connection with the Bridge
Loans and/or the Sale. The Sale is subject to certain closing conditions, including (i) receipt of third-party consents
and regulatory approvals, (ii) the entry into an amendment to the Amended Credit Agreement, and (iii) Athena
Topco acceding to the Amended Credit Agreement as Parent, as defined in the Credit Agreement.

There can be no assurance that the conditions to the Sale will be satisfied.
Should the Sale fail to close or fail to close in a timely manner, there is substantial doubt about Farfetch Limited’s ability to continue as a going
concern.

Upon consummation of the Sale, Farfetch Limited expects that holders of its Class A and B ordinary shares and its
convertible notes will not recover any of their outstanding investments in Farfetch.
Farfetch Limited is also
expected to be delisted from the NYSE and to be liquidated.