Global Blue Group Holding AG [GB] Filings

20-F 1 gb-20230331.htm 20-F gb-20230331

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

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ 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: 001-394771799983

GLOBAL BLUE GROUP HOLDING AG

(Exact name of Registrant as specified in its charter)

Switzerland

(Jurisdiction of incorporation)

Zürichstrasse 38, 8306 Brüttisellen, Switzerland

+41 22 363 77 40

(Address of principal executive offices)

Jeremy Henderson-Ross

Tel: +41 22 363 77 40

Route des Fléchères 7A

1274 Signy

Switzerland

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Copies to:

Kenneth B. Wallach

Xiaohui (Hui) Lin

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

Securities registered or to be registered pursuant to Section 12(b) of the [Act]:


Title of each class	Trading Symbol	Name of each exchange on which registered
Ordinary Shares, nominal value CHF 0.01 per share	GB	New York Stock Exchange
Warrants to purchase ordinary shares	GB.WT	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.

Ordinary shares: 189,855,747

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the U.S. Securities Act of 1933, as amended.

☐ 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 (the “Exchange Act”).

☐ 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 definition 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 US GAAP, indicate by checkmark 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 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


US GAAP	International Financial Reporting Standards	Other
	as issued 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

GLOBAL BLUE GROUP HOLDING AG

TABLE OF CONTENTS


		PAGE

	Forward-looking statements	5

PART I		8

Item 1.	Identity of Directors, Senior Management and Advisers	8
	A. Directors and Senior Management	8
	B. Advisers	8
	C. Auditors	8
Item 2.	Offer Statistics and Expected Timetable	8
Item 3.	Key Information	8
	A. [Reserved]	8
	B. Capitalization and Indebtedness	8
	C. Reasons for the Offer and Use of Proceeds	8
	D. Risk Factors	8
Item 4.	Information on the Company	29
	A. History and Development of the Company	29
	B. Business Overview	32
	C. Organizational Structure	38
	D. Property, Plants and Equipment	39
Item 4A.	Unresolved Staff Comments	39
Item 5.	Operating and Financial Review and Prospects	39
	A. Operating Results	39
	B. Liquidity and Capital Resources	51
	C. Research and Development, Patents and Licenses	60
	D. Trend Information	61
	E. Critical Accounting Estimates	62
Item 6.	Directors, Senior Management and Employees	62
	A. Directors and Senior Management	62
	B. Compensation	68
	C. Board Practices	77
	D. Employees	78
	E. Share Ownership	80
	F. Disclosure of a Registrant’s Action to Recover Erroneously Award ed Compensation	80
Item 7.	Major Shareholders and Related Party Transactions	80
	A. Major Shareholders	80
	B. Related Party Transactions	82
	C. Interests of Experts and Counsel	88
Item 8.	Financial Information	88
	A. Consolidated Statements and Other Financial Information	88
	B. Significant Changes	90
Item 9.	The Offer and Listing	90


	A. Offer and Listing Details	90
	B. Plan of Distribution	90
	C. Markets	91
	D. Selling Shareholders	91
	E. Dilution	91
	F. Expenses of the Issue	91
Item 10.	Additional Information	91
	A. Share Capital	91
	B. Memorandum and Articles of Association	91
	C. Material Contracts	91
	D. Exchange Controls	91
	E. Taxation	91
	F. Dividends and Paying Agents	97
	G. Statement by Experts	98
	H. Documents on Display	98
	I. Subsidiary Information	98
	J. Annual Report to Security Ho lders	98
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	98
Item 12.	Description of Securities Other than Equity Securities	100
	A. Debt Securities	100
	B. Warrants and Rights	100
	C. Other Securities	100
	D. American Depositary Shares	100

PART II		101

Item 13.	Defaults, Dividend Arrearages and Delinquencies	101
Item 14.	Material Modifications to the Rights of Security Holders and Use o

Global Blue Group Holding AG [GB] Filings
Global Blue Group Holding AG [GB-WT] Filings
20-F	[2023-06-28]
20-F	[2022-06-29]
20-F	[2021-06-28]
F-1	[2021-03-23]
F-1	[2020-09-18]
20-F	[2020-09-03]

Global Blue Group Holding AG [GB] Filings

Global Blue Group Holding AG [GB-WT] Filings