Global Blue Group Holding AG [GB-WT] Filings

20-F 1 gb-20220331.htm 20-F gb-20220331

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, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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: 001-394771799983

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 ea ch 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: 180,626,224

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.

☐ Yes ☒ No

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

☐ Yes ☒ No

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	31
	A. History and Development of the Company	31
	B. Business Overview	32
	C. Organizational Structure	38
	D. Property, Plants and Equipment	40
Item 4A.	Unresolved Staff Comments	40
Item 5.	Operating and Financial Review and Prospects	40
	A. Operating Results	41
	B. Liquidity and Capital Resources	53
	C. Research and Development, Patents and Licenses	62
	D. Trend Information	63
	E. Critical Accounting Estimates	64
Item 6.	Directors, Senior Management and Employees	64
	A. Directors and Senior Management	64
	B. Compensation	70
	C. Board Practices	78
	D. Employees	79
	E. Share Ownership	81
Item 7.	Major Shareholders and Related Party Transactions	81
	A. Major Shareholders	81
	B. Related Party Transactions	82
	C. Interests of Experts and Counsel	89
Item 8.	Financial Information	89
	A. Consolidated Statements and Other Financial Information	89
	B. Significant Changes	91
Item 9.	The Offer and Listing	92
	A. Offer and Listing Details	92
	B. Plan of Distribution	92


	C. Markets	92
	D. Selling Shareholders	92
	E. Dilution	92
	F. Expenses of the Issue	92
Item 10.	Additional Information	92
	A. Share Capital	92
	B. Memorandum and Articles of Association	92
	C. Material Contracts	92
	D. Exchange Controls	93
	E. Taxation	93
	F. Dividends and Paying Agents	99
	G. Statement by Experts	99
	H. Documents on Display	99
	I. Subsidiary Information	99
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	100
Item 12.	Description of Securities Other than Equity Securities	101
	A. Debt Securities	101
	B. Warrants and Rights	101
	C. Other Securities	101
	D. American Depositary Shares	101

PART II		103

Item 13.	Defaults, Dividend Arrearages and Delinquencies	103
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	103
Item 15.	Controls and Procedures	103
Item 16A.	Audit Committee Financial Expert	105
Item 16B.	Code of Ethics	105
Item 16C.	Principal Accountant Fees and Services	106
Item 16D.	Exemptions from the Listing Standards for Audit Committees	106
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	106
Item 16F.	Change in Registrant’s Certifying Accountant	106
Item 16G.	Corporate Governance	106
Item 16H.	Mine Safety Disclosure	109
Item 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	109

Global Blue Group Holding AG [GB-WT] Filings
Global Blue Group Holding AG [GB] Filings
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-WT] Filings

Global Blue Group Holding AG [GB] Filings