LANV Lanvin Group Holdings Limited

Lanvin Group Holdings Limited

Primary Offering of

31,979,969 Ordinary Shares Underlying Warrants

15,000,000 Ordinary Shares Underlying Convertible Preference Share

Secondary Offering of

153,735,526 Ordinary Shares

11,280,000 Warrants to Purchase Ordinary Shares

This prospectus supplement supplements the prospectus dated May 2, 2023 (as supplemented or amended from time to time, the “prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-269150). This prospectus supplement is being filed to update and supplement the information in the prospectus with the information contained herein.

The prospectus and this prospectus supplement relate to the issuance by us of (i) up to 20,699,969 of our ordinary shares, par value $0.000001 per share (“Ordinary Shares”) that are issuable by us upon the exercise of 20,699,969 Public Warrants (as defined below) that were previously registered, (ii) up to 11,280,000 Ordinary Shares that are issuable by us upon the exercise of 11,280,000 Private Placement Warrants (as defined below) and (iii) up to 15,000,000 Ordinary Shares that are issuable by us upon the conversion of one Convertible Preference Share (as defined below) that was issued by us to Meritz Securities Co., Ltd (“Meritz”) in exchange for one FFG Collateral Share (as defined below) issued to Meritz by Fosun Fashion Group (Cayman) Limited (“FFG”) on a private placement basis at a price of $1.00 per share pursuant to Meritz’s subscription agreement..

The prospectus and this prospectus supplement also relate to the offer and sale from time to time by the selling securityholders named in this prospectus (collectively, the “Selling Securityholders”) of (A) up to 153,735,526 Ordinary Shares, consisting of (i) up to 15,327,225 Ordinary Shares that were issued on a private placement basis at a price of $10.00 per share to the PIPE Investors (as defined below) in connection with our Business Combination (as defined below) pursuant to their subscription agreements (“PIPE Shares”), (ii) up to 4,500,000 Ordinary Shares that were issued to Aspex Master Fund (“Aspex”) pursuant to its forward purchase agreement, which are comprised of (a) 4,000,000 Ordinary Shares issued in exchange for the 4,000,000 Class A ordinary shares of Primavera Capital Acquisition Corporation (“PCAC”) that were issued to Aspex by PCAC on a private placement basis at a price of $10.00 per share (assuming no value is assigned to Private Placement Warrants originally issued to Aspex referred to in clause (B) below), and (b) 500,000 Ordinary Shares issued in exchange for the 500,000 Class B ordinary shares of PCAC, or founder shares, that were transferred to Aspex by Primavera Capital Acquisition LLC (the “Sponsor”) on a private placement basis for no consideration, (iii) up to 4,999,999 Ordinary Shares that were issued to Meritz in exchange for the 18,569,282 ordinary shares of FFG issued to Meritz by FFG on a private placement basis at a price of approximately $2.69 per share (or an effective price of $10.00 per share, as adjusted for the Exchange Ratio) pursuant to Meritz’s subscription agreement, (iv) up to 97,628,302 Ordinary Shares that were issued to certain other shareholders of FFG (“FFG Selling Securityholders”) in exchange for the 362,577,510 FFG ordinary shares issued to FFG Selling Securityholders by FFG on a private placement basis at a weighted average price of $1.41 per share (calculated based on the applicable exchange rate at the time of the investments, or an effective price of $5.24 per share, as adjusted for the Exchange Ratio) pursuant to their subscription agreements, (v) up to 5,000,000 Ordinary Shares that were issued to the Sponsor in exchange for the 5,000,000 Class B ordinary shares of PCAC issued to the Sponsor by PCAC at an effective price of $0.005 per share, as further described in the immediately following paragraph, (vi) up to 11,280,000 Ordinary Shares issuable upon the exercise of Private Placement Warrants, and (vii) up to 15,000,000 Ordinary Shares issuable upon the conversion of one Convertible Preference Share and (B) up to 11,280,000 Warrants originally issued on a private placement basis, each exercisable for one Ordinary Share at an exercise price of $11.50 per share (“Private Placement Warrants”), which are comprised of (i) up to 1,000,000 Private Placement Warrants that were originally issued to Aspex pursuant to its forward purchase agreement and (ii) up to 10,280,000 Private Placement Warrants that were originally issued to the Sponsor at a price of $1.00 per warrant in connection with PCAC’s initial public offering.

Our Ordinary Shares and Warrants are listed on the New York Stock Exchange, or NYSE, under the trading symbols “LANV” and “LANV-WT,” respectively. On August 28, 2023, the closing prices for our Ordinary Shares and Warrants on the NYSE were $4.57 per share and $0.25 per warrant, respectively.

This prospectus supplement should be read in conjunction with the prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement updates and supersedes the information contained in the prospectus.

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 13 of the prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission or any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 30, 2023.

Lanvin Group Holdings Limited

Semi-Annual Report

As of and for the six months ended June 30, 2023

TABLE OF CONTENTS

CERTAIN DEFINED TERMS

In this report (the “Semi-Annual Report”), unless otherwise specified, the terms “we,” “us,” “our,” “Lanvin Group,” “the Company” and “our Company” refer to Fosun Fashion Group (Cayman) Limited, or FFG, and its consolidated subsidiaries, prior to the consummation of the Business Combination (as defined below) and to Lanvin Group Holdings Limited, or LGHL, and its consolidated subsidiaries following the Business Combination, as the context requires. The term “PCAC” refers to Primavera Capital Acquisition Corporation prior to the consummation of the Business Combination.

INTRODUCTION

The interim condensed consolidated financial statements as of and for the six months ended June 30, 2023 (the “Semi-Annual Condensed Consolidated Financial Statements”) included in this Semi-Annual Report have been prepared in compliance with IAS 34 — Interim Financial Reporting as issued by the International Accounting Standards Board and as endorsed by the European Union. The accounting principles applied are consistent with those used for the preparation of the annual consolidated financial statements as of December 31, 2022 and December 31, 2021 and for each of the three years in the period ended December 31, 2022 (the “Annual Consolidated Financial Statements”), except as otherwise stated in Note 3 in the notes to the Semi-Annual Condensed Consolidated Financial Statements.

The Group’s financial information in this Semi-Annual Report is presented in Euro except that, in some instances, information is presented in U.S. dollar . All references in this report to “Euro,” “EUR” and “€” refer to the currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended, and all references to “U.S. dollar,” “USD” and “$” refer to the currency of the United States of America (the “U.S.”).

Certain totals in the tables included in this Semi-Annual Report may not add up due to rounding.

This Semi-Annual Report is unaudited.

NOTE ON PRESENTATION

On March 23, 2022, we entered into the Business Combination Agreement (the “Business Combination Agreement”) by and among LGHL, PCAC, FFG, Lanvin Group Heritage I Limited (“Merger Sub 1”) and Lanvin Group Heritage II Limited (“Merger Sub 2”), which was subsequently amended on October 17, 2022, October 20, 2022, October 28, 2022 and December 2, 2022. Pursuant to the Business Combination Agreement, (i) PCAC merged with and into Merger Sub 1, with Merger Sub 1 surviving and remaining as a wholly-owned subsidiary of LGHL, (ii) following the Initial Merger, Merger Sub 2 merged with and into FFG, with FFG being the surviving entity and becoming a wholly-owned subsidiary of LGHL, and (iii) subsequently, Merger Sub 1 as the surviving company of the Initial Merger merged with and into FFG as the surviving company of the Second Merger, with FFG surviving such merger (the “Business Combination”). For more information relating to the Business Combination, including a description of the transactions undertaken to complete the Business Combination, reference should be made to Note 1 — General information to the Annual Consolidated Financial Statements in the Annual Consolidated Financial Statements.

Following the completion of the Business Combination, on December 14, 2022, our ordinary shares and public warrants began trading on the New York Stock Exchange (“NYSE”) under the symbols “LANV” and “LANV-WT”, respectively.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Semi-Annual Report contains forward-looking statements. Forward-looking statements include all statements that are not historical statements of fact and statements regarding, but not limited to, our expectations, hopes, beliefs, intention or strategies of regarding the future. You can identify these statements by forward-looking words such as “may,” “expect,” “predict,” “potential,” “anticipate,” “contemplate,” “believe,” “estimate,” “intend,” “plan,” “future,” “outlook,” “project,” “will,” “would” and “continue” or similar words. You should read statements that contain these words carefully because they:

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We believe it is important to communicate our expectations to our security holders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The risk factors and cautionary language discussed in this Semi-Annual Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including among other things:

In addition, statements that “we believe” and other similar statements reflect our belief and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Semi-Annual Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherent uncertain and investors are cautioned not to unduly rely upon these statements.

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The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Semi-Annual Report. All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this section as well as any other cautionary statements contained herein. Except to the extent required by applicable laws and regulations, we undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this Semi-Annual Report or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this Semi-Annual Report or elsewhere might not occur.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a global luxury fashion group with five portfolio brands, namely Lanvin, Wolford, Sergio Rossi, St. John and Caruso. Founded in 1889, Lanvin is one of the oldest French couture houses still in operation, offering products ranging from apparel to leather goods, footwear, and accessories. Wolford, founded in 1950, is one of the largest luxury skinwear brands in the world, offering luxury legwear and bodywear, with a recent successful diversification into leisurewear and athleisure. Sergio Rossi is a highly recognized Italian shoemaker brand and has been a household name for luxury shoes since 1951. St. John is a classic, timeless and sophisticated American luxury womenswear house founded in 1962 and Caruso has been a premier menswear manufacturer in Europe since 1958. In addition to our current five portfolio brands, we are also actively looking at potential add-on acquisitions as part of our growth strategy.

Our goal is to build a leading global luxury group with unparalleled access to Asia and to provide customers with excellent products that reflect our brands’ tradition of fine craftsmanship with exclusive design content and a style that preserves the exceptional manufacturing quality for which those brands are known. This is consistently achieved through the sourcing of superior raw materials, the careful finish of each piece, and the way the products are manufactured and delivered to our customers. For the six months ended June 30, 2023 and 2022, we recorded revenues of €214.5 million and €201.7 million, respectively, net loss of €72.2 million and €68.7 million, respectively and Adjusted EBITDA of €(40.9) million and €(35.5) million, respectively.

We operate a combination of direct-to-consumer, or DTC, and wholesale channels worldwide through our extensive network of around 1,200 points of sale, including approximately 300 directly-operated retail stores (across our five portfolio brands) as of June 30, 2023. We distribute our products worldwide via retail and outlet stores, wholesale customers and e-commerce platforms. Taking into account the DTC (including both directly-operated stores and e-commerce sites) and wholesale channels, we are present in more than 80 countries.

Key Factors Affecting Our Financial Condition and Results of Operations

Fluctuations in exchange rates

A significant portion of our operations are in international markets outside the Eurozone, where we record revenues and expenses in various currencies other than the Euro, mainly the Chinese Renminbi and U.S. dollar, as well as other currencies.

The table below shows the exchange rates of the main foreign currencies used to prepare the Semi-Annual Condensed Consolidated Financial Statements compared to the Euro.

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The following table shows the sensitivity at the end of the reporting period to a reasonably possible change in the main foreign currencies against the Euro, with all other variables held constant, of our profit before tax due to differences arising on settlement or translation of monetary assets and liabilities and our equity excluding the impact of retained earnings due to the changes of exchange fluctuation reserve of certain overseas subsidiaries of which the functional currencies are currencies other than the Euro.

Results of Operations

Six months ended June 30, 2023 compared with six months ended June 30, 2022

The following is a discussion of our results of operations for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022.

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Revenues

We generate revenue primarily through our five brands: Lanvin, Wolford, St. John, Sergio Rossi and Caruso, whose revenues are generated from the sale of their products, manufacturing and services for private labels and other luxury brands, as well as from royalties received from third parties and licensees. Revenue is measured at the transaction price which is based on the amount of consideration that we expect to receive in exchange for transferring the promised goods or services to the customer. For each period presented, revenue is exclusive of sales incentives, rebates and sales discounts. As such, the percentage contribution of these sales incentives, rebates and sales discount is zero.

Revenues for the six months ended June 30, 2023 amounted to €214.5 million, an increase of €12.8 million or 6.4%, compared to €201.7 million in the same period in 2022.

The following table sets forth a breakdown of revenues by portfolio brand for the six months ended June 30, 2023 and 2022.

The following table sets forth a breakdown of revenues by sales channel for the six months ended June 30, 2023 and 2022.

The following table sets forth a breakdown of revenues by geographical area for the six months ended June 30, 2023 and 2022.

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By segment

By segment, the increase in revenues was driven by (i) an increase of €6.1 million (or 22.4%) in sales from Sergio Rossi segment, (ii) an increase of €5.0 million in sales (or 33.6%) from Caruso segment, (iii) an increase of €4.7 million (or 11.3%) from St. John segment and (iv) an increase of €4.5 million (or 8.4%) from Wolford segment. However, Lanvin segment showed lower results compared to the previous period as the brand focused on its creative transition and had comparatively fewer key product and marketing initiatives in the first half of 2023.

By sales channel

By sales channel, the increase in revenues was mainly related to an increase of €5.9 million (or 5.1%) in the DTC channel, an increase of €1.8 million (or 2.2%) in the wholesale channel, and an increase of €5.2 million (or 177.8%) in the other channel.

The increase in the DTC channel was driven by sales per square meter growth in our retail stores. In particular, our Wolford and St. John saw double digit growth in North America, as increased brand awareness and growing popularity of our ready-to-wear products propelled sales per square meter growth in our stores and e-commerce business.

Growth in our e-commerce business was also an important driver for our DTC channel. E-commerce revenues grew €1.1 million (or 4.3%) for the six months ended June 30, 2023 and was mainly driven by Sergio Rossi and St. John, whose e-commerce sales increased by 9.7% and 35.6%, respectively, compared to the same period in 2022.

Other channel growth was mainly driven by the increase of Lanvin’s royalty income and clearance income.

Wholesale revenues increase was mainly driven by the increase of Wolford, Sergio Rossi, and Caruso’s wholesale business and offset by the decrease of Lanvin and St. John’s wholesales business. The decrease of St. John’s wholesale business was mainly due to a large order in the first half of 2022 that did not recur in the first half of 2023. Caruso’s manufacturing business that books its revenues to B2B clients and wholesale customers exclusively, saw its business grow €5.0 million (or 33.6%) year-over-year, supported by the back-to-elegance trend and increasing orders from existing and new clients. Wolford’s wholesale business contributed a growth of €4.1 million (or 28.2%) year-over-year in the six months ended June 30, 2023, driven by the opening of new franchise locations and price increase. Sergio Rossi’s wholesale business contributed a growth of €3.9 million (or 31.3%) year-over-year in the six months ended June 30, 2023, which was mainly driven by an increase in orders during the first half of the year. Sales to our five largest customers were 8.7% and 7.8% of our revenues for the six months ended June 30, 2023 and 2022, respectively. No single customer accounted for more than 5% of our consolidated revenues for the six months ended June 30, 2023 and 2022.

The following table sets forth a breakdown of store count at the end of the six months ended June 30, 2023 and 2022:

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By geography

By geographical region, the increase in revenues was mainly driven by (i) an increase of €5.2 million (or 5.3%) in EMEA, (ii) an increase of €3.2 million (or 13.9%) in Greater China, (iii) an increase of €2.6 million (or 27.1%) in other Asia, and (iv) an increase of €1.9 million (or 2.6%) in North America.

The growth in EMEA was driven by the growth of Caruso, Sergio Rossi as well as Wolford. Caruso’s EMEA business grew €4.9 million (or 42.9%) year-over-year to €16.3 million in the six months ended June 30, 2023. Sergio Rossi’s EMEA business grew €4.2 million (or 29.7%) year-over-year to €18.5 million in the six months ended June 30, 2023. Wolford’s EMEA business grew €1.9 million (or 4.9%) year-over-year to €40.1 million in the six months ended June 30, 2023. EMEA saw moderate growth from a strong domestic demand.

The growth in Greater China was driven by the growth from St. John, Wolford and Sergio Rossi. In particular, in the six months ended June 30, 2023, St. John grew its Greater China business by 86.2% to €4.3 million, Wolford grew its Greater China business by 46.7% to €4.1 million and Sergio Rossi grew its Greater China business by 20.9% to €6.4 million. The revenues growth in Greater China was mainly driven by stronger consumer demand towards the end of the first half of 2023 as well as increased foot traffic compared to a lower base in the same period in 2022, which was negatively impacted by COVID-19 related restrictions.

The growth in North America was driven by the growth from St. John and Wolford. In particular, in the six months ended June 30, 2023, St. John’s North American business grew 6.3% year-over-year to €41.6 million and Wolford’s North America business grew by €1.3 million or 10.3% to €14.2 million.

The growth in other Asia was driven by the growth of Lanvin and Sergio Rossi. Lanvin’s other Asia business grew €1.8 million (or 113.9%) year-over-year to €3.3 million in the six months ended June 30, 2023, which was mainly driven by the increase of royalty income and clearance income. Sergio Rossi’s other Asia business grew €0.5 million (or 7.5%) year-over-year to €7.3 million in the six months ended June 30, 2023, which was mainly driven by the growth of its rom DTC channel business.

Lanvin’s decrease in revenues was primarily attributed to undertaking a creative transition, as well as relatively fewer key product and marketing initiatives during the first half of 2023.

Cost of sales

Cost of sales includes the raw material cost, production labor, assembly overhead including depreciation expense, procurement of the merchandise, and inventory valuation adjustments. In addition, cost of sales also includes customs duties, product packaging cost, royalty cost associated with sales of licensed products, and freight charges, excluding shipping and handling expenses for our e-commerce sales.

The following table sets forth a breakdown of cost of sales by nature for the six months ended June 30, 2023 and 2022.

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The following table sets forth a breakdown of cost of sales by portfolio brand for the six months ended June 30, 2023 and 2022.

Cost of sales for the six months ended June 30, 2023 amounted to €89.1 million, a slight increase of €0.1 million or 0.1%, compared to €89.0 million in the same period in 2022.

By segment, the slight increase in cost of sales was mainly related to the increase in scale and sales for almost all of our brands, including (i) an increase of €3.7 million (or 30.5%) from Sergio Rossi, (ii) an increase of €3.5 million (or 31.3%) from Caruso, (iii) an increase of €1.5 million (or 9.1%) from St. John, and (iv) an increase of €0.9 million (or 5.4%) from Wolford, which was partially offset by the decrease of €8.8 million (or 26.0%) from Lanvin.

Cost of sales as a percentage of revenues declined to 41.5% for the six months ended June 30, 2023, compared to 44.1% in the same period in 2022. The decline was primarily due to greater economies of scale from sourcing and production, and improvements in manufacturing efficiencies. In particular, Lanvin reduced cost of sales in percentage terms and absolute terms, to 44.0% of revenues or €25.1million in the six months ended June 30, 2023, from 53.0% or €33.9 million in the same period in 2022. Cost of sales also benefited from a greater emphasis on core and carry-over products, which improved full price selling. Inventory impairment costs improved in the six months ended June 30, 2023 was €2.9 million gain (or 1.4% as a percentage of revenue), compared to €4.9 million loss (or (2.4)% as a percentage of revenue) in the same period in 2022.

Gross profit

The following table sets forth a breakdown of gross profit by portfolio brand for the six months ended June 30, 2023 and 2022.

Gross profit for the six months ended June 30, 2023 amounted to €125.5 million, an increase of €12.7 million or 11.3%, compared to €112.7 million in the same period in 2022.

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The increase in gross profit was mainly related to the increase in revenues scale, excluding eliminations and unallocated, and the decrease in cost of sales as a percentage of revenue. Gross profit margin improved to 58.5% for the six months ended June 30, 2023 from 55.9% in the same period in 2022.

Marketing and selling expenses

Marketing and selling expenses include store employee compensation, occupancy costs, depreciation, supply costs for store equipment, wholesale and retail account administration compensation globally, as well as depreciation and amortization which includes depreciation of right-of-use assets under IFRS 16. These expenses are affected by the number of stores that are open during any fiscal period and store performance, as compensation and rent expenses can vary with sales. Marketing and selling expenses also include advertising and marketing expenses, which consist of media space and production costs, advertising agency fees, public relations and market research expenses. In addition, marketing and selling expenses include distribution and customer service expenses which consist of warehousing, order fulfillment, shipping and handling, customer service, employee compensation and bag repair costs.

The following table sets forth a breakdown of marketing and selling expenses by portfolio brand for the six months ended June 30, 2023 and 2022.

Marketing and selling expenses for the six months ended June 30, 2023 amounted to €110.6 million, an increase of €3.8 million (or 3.5%), compared to €106.8 million in the same period in 2022.

By segment, the increase in marketing and selling expenses was mainly related to (i) an increase of €2.6 million (or 12.1%) from St. John, mainly for marketing investment to grow its digital channel, (ii) an increase of €2.4 million (or 7.1%) from Lanvin, (iii) an increase of €0.2 million (or 1.6%) from Sergio Rossi, (iv) an increase of €0.2 million (or 26.0%) from Caruso, and (v) a decrease of €2.2 million (or 5.5%) from Wolford. The increase in marketing and selling expenses at Lanvin was driven by increased store count and our investment in building the brand awareness in the six months ended June 30, 2023, including the Fall/Winter fashion show at Paris Fashion Week in 2023, that was presented in digital format during same period of 2022.

Marketing and selling expenses declined as a percentage of revenues due to increased productivity at our DTC retail locations and economies of scale. By segment, Wolford’s marketing and selling expenses as a percentage of revenues improved to 64.8% in the six months ended June 30, 2023 from 74.3% in the same period in 2022 due to higher sales performance at its retail locations. We expect marketing and selling expenses to further decline as a percentage of revenues as the total sales increase and as we continue to refresh and replace unprofitable locations.

Contribution profit

Contribution profit is defined as net revenues less the cost of sales and selling and marketing expenses, which constitutes the majority of our variable costs. Contribution profit is a non-IFRS financial measure. See “—Non-IFRS Financial Measures.”

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The Group uses contribution profit to track operating performance and as a key performance indicator for its operational and cost initiatives. Our consolidated contribution profit increased by €8.9 million (or 150.4%) to €14.9 million for the six months ended June 30, 2023 from €5.9 million in the same period in 2022. The increase was mainly related to (i) an increase of €5.9 million from Wolford, (ii) an increase of €2.2 million from Sergio Rossi, (iii) an increase of €1.3 million from Caruso, (iv) an increase of €0.7 million from St. John, which was partially offset by a decrease of €0.5 million from Lanvin. Lanvin continues to implement a number of cost reduction initiatives but saw a small decrease in contribution profits due to lower sales.

General and administrative expenses

General and administrative expenses include administrative and management staff costs, product creation and sample costs, rent, depreciation, and amortization expenses for our administrative staff, as well as IT system development and maintenance expenses.

General and administrative expenses increased to €76.5 million or by 1.0% for the six months ended June 30, 2023, from €75.8 million in the same period in 2022. General and administrative expenses declined as a percentage of revenues to 35.7% for the six months ended June 30, 2023 from 37.6% in the same period in 2022, due to cost optimization and economies of scale. The slight increase was primarily due to additional cost associated with being a public company.

We expect general and administrative expenses to continue to decline as a percentage of revenues as we continue to benefit from economies of scale and leverage synergies across the group.

Other operating income and expenses

Other operating income and expenses include foreign exchange gains or losses and impairment losses.

Other operating income and expenses decreased to €8.0 million loss for the six months ended June 30, 2023 from €8.4 million gain in the same period in 2022, mainly due to a foreign exchange loss of €8.5 million in the six months ended June 30, 2023, compared to a gain of €8.0 million in the same period in 2022.

Loss from operations before non-underlying items

Loss from operations before non-underlying items for the six months ended June 30, 2023 increased by €8.2 million (or 13.3%) to €69.7 million, compared to €61.5 million in the same period in 2022. Loss from operations before non-underlying items as a percentage of total revenues increased to 32.5% for the six months ended June 30, 2023, from 30.5% in the same period in 2022. The increase in loss from operations before non-underlying items was mainly due to the decrease in other operating income and expenses, and partially offset by an increase in gross profit.

Adjusted EBITDA

Adjusted EBITDA, which is a non-IFRS financial measure, for the six months ended June 30, 2023 decreased to €(40.9) million from €(35.5) million in the same period in 2022. This decrease was mainly due to a decrease in Lanvin’s revenues, resulting in lower fixed cost absorption, as well as an increased investment in selling and marketing expenses. Adjusted EBITDA as a percentage of total revenues decreased to (19.1)% in the six months ended June 30, 2023 from (17.6)% in the same period in 2022. See “—Non-IFRS Financial Measures.”

Non-underlying items

Non-underlying items comprise net gains on disposals, negative goodwill from acquisition of a subsidiary, gain on debt restructuring, government grants and others.

The non-underlying items was €9.7 million gain, or 4.5% of revenues for the six months ended June 30, 2023, compared to €0.6 million gain or 0.3% of revenues in the same period in 2022. The increase in the non-underlying items by €9.1 million was mainly due to the government grants for St. John.

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Operating loss

Operating loss for the six months ended June 30, 2023 amounted to €60.0 million, a decrease of €0.9 million or 1.5%, compared to €60.9 million in the same period in 2022. The improvement in operating loss resulted from an increase in loss from operations before non-underlying items and offset by an increase of non-underlying items.

Finance cost—(net)

Finance costs (net) primarily include income and expenses relating to our interest income and expenses on financial assets and liabilities, including interest expense resulting from IFRS 16 lease liability.

Finance costs for the six months ended June 30, 2023 amounted to €12.0 million, an increase of €3.9 million or 48.1%, compared to finance costs of €8.1 million in the same period in 2022. The increase was primarily attributable to an increase in net foreign exchange loss of €4.2 million.

Loss before income tax

Loss before income tax for the six months ended June 30, 2023 amounted to €72.0 million, an increase of €3.0 million or 4.3%, compared to €69.0 million in the same period in 2022.

Income tax benefits / (expenses)

Income taxes include the current taxes on the results of our operations and any changes in deferred income taxes.

Income tax expenses for the six months ended June 30, 2023 amounted to €0.3 million loss, decreased by €0.6 million, compared to €0.3 million gain in the same period in 2022. The decrease was primarily due to €0.2 million deferred income taxes impact in the six months ended June 30, 2023, compared to €0.5 million in the same period in 2022.

Loss for the year

Loss for the six months ended June 30, 2023 amounted to €72.2 million, an increase of €3.5 million or 5.1%, compared to €68.7 million in the same period in 2022.

Results by Segment

Six months ended June 30, 2023 compared with six months ended June 30, 2022

The following is a discussion of revenues, gross profit and contribution profit for each segment for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022.

Lanvin Segment

The following table sets forth revenues and gross profit for the Lanvin segment for the six months ended June 30, 2023 and 2022:

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Revenues

Revenues for the six months ended June 30, 2023 was €57.1 million, a decrease of €6.9 million or (10.8)% compared to €63.9 million in the same period in 2022.

The decrease is attributable to the brand’s focus on executing its creative transition and having comparatively fewer key product and marketing initiatives in the first half of 2023 compared to the first half of 2022 which featured a higher number of planned marketing campaigns and product launches. The creative transition entailed two key initiatives — the creation of Lanvin Lab and a dedicated team for leather goods and accessories.

DTC revenues decreased by 13.3% from €30.9 million for the six months ended June 30, 2022, to €26.8 million for the six months ended June 30, 2023. The drop in DTC channels was mainly due to the lower sales from a softer North American market. EMEA DTC revenues decreased by €1.9 million (or 20.1% year-over-year) to €7.4 million in the six months ended June 30, 2023.

Wholesale revenues decreased by 25.3% from €30.8 million for the six months ended June 30, 2022, to €23.0 million for the six months ended June 30, 2023, mainly due to some key wholesale marketing initiatives that largely contributed to wholesale revenues in the first half of 2022 that were not present in the first half of 2023. The wholesale revenues as percentage of Lanvin’s total revenues decreased from 48.2% for the six months ended June 30, 2022 to 40.4% for the six months ended June 30, 2023.

Gross profit

Gross profit for the six months ended June 30, 2023 grew to €32.0 million, an increase of €1.9 million or 6.4% compared to €30.0 million in the same period in 2022.

The increase in gross profit was primarily attributable to the increase in gross profit margin, which is mainly driven by channel mix, the increase of leather goods and footwear products, and higher sell-through rates, as well as better inventory management.

Contribution profit/(loss)

Contribution loss for the six months ended June 30, 2023 was €4.8 million, a decrease of €0.5 million from the €4.3 million loss in the same period in 2022.

The increase in contribution loss was due to a planned increase in investment for marketing and selling expense. Going forward, we expect our marketing and selling expenses to continue to decline as a percentage of revenues as we scale and further improve our operational efficiency in stores and directly operated online channels.

Wolford Segment

The following table sets forth revenues and gross profit for the Wolford segment for the six months ended June 30, 2023 and 2022:

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Revenues

Revenues for the six months ended June 30, 2023 grew to €58.8 million, an increase of €4.5 million or 8.4% compared to €54.3 million for the six months ended June 30, 2022.

North American and EMEA regions were the key geographic growth drivers for Wolford, growing by 10.3% year-over-year to €14.2 million and by 4.9% year-over-year to €40.1 million for the six months ended June 30, 2023, respectively. In Greater China, our business also increased by 46.7% to €4.1 million, mainly due to recovery from the negative impacts from the COVID-19 pandemic last year. The growth in all regions was led by our wholesales channels, which grew by 28.2% or €4.1 million from the six months ended June 30, 2022 to €18.7 million in the six months ended June 30, 2023. Overall revenues growth was also driven by price increases as well as strong sales from our athleisure collection “The W” (modern, young and sporty) which grew by 13.0% year-over-year in the six months ended June 30, 2022.

Gross profit

Gross profit increased by €3.7million to €42.1million for the six months ended June 30, 2023, compared to €38.4 million in the same period in 2022. Gross profit margin slightly increased to 71.5% for the six months ended June 30, 2023 from 70.7% in the same period in 2022.

The increase in gross profit margin was primarily attributable to decrease purchase of raw materials and manufacturing service in the six months ended June 30, 2023 compared to the same period in 2022 . The purchase of raw materials and manufacturing service as a percentage of revenues accounted for 8.5% of revenues (or €5.0 million) for the six months ended June 30, 2023, compared to 12.8% of revenues or €7.0 million in the same period in 2022, respectively.

Contribution profit/(loss)

Contribution profit for the six months ended June 30, 2023 was €3.9 million (or 6.7% of revenue), compared to a loss of €2.0 million (or (3.6)% of revenue) in the same period in 2022, driven by increased gross profit and decreased marketing and selling expenses. Marketing and selling expenses declined to €38.1 million (or 64.8% of revenues) for the six months ended June 30, 2023 from €40.3 million (or 74.3% of revenues) in the same period in 2022.

The decrease in marketing and selling expenses was mainly due to an decrease in freight cost of €2.1 million and an decrease in advertising and marketing of €0.4 million. As a percentage of revenue, personnel costs decreased to 24.4% of revenues in the six months ended June 30, 2023, compared to 25.3% in the same period in 2022 due to healthy growth in the wholesale channel and closure of unprofitable stores.

St. John Segment

The following table sets forth revenues and gross profit for the St. John segment for the six months ended June 30, 2023 and 2022:

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Revenues

Revenues for the six months ended June 30, 2023 amounted to €46.7 million, an increase of €4.7 million compared to €41.9 million in the same period in 2022.

St. John grew its revenues by 11.3% year-over-year, driven by reduced discounting and an increased proportion of full-price sales at our DTC channels. DTC sales grew by €7.3 million (or 23.8%) to €37.8 million for the six months ended June 30, 2023, mainly driven by growth in North America price increases, higher full-price sell-through and Greater China’s recovery from the negative impacts of the COVID-19 related restrictions. The comparably lower wholesale revenues was mainly due to a large one-time order from a large wholesale client in the first half of 2022, which did not occur in the first half of 2023.

Gross profit

Gross profit for the six months ended June 30, 2023 was €29.0 million, an increase of €3.3 million compared to €25.8 million in the same period in 2022. Gross profit margin improved to 62.2% in the six months ended June 30, 2023, compared to 61.4% in the same period in 2022. The improvement in gross margin was primarily driven by the launch of a new wholesale model with a large client (under which St. John owns the inventory and pays commissions to the wholesale stores to cover operating expenses) in February and reports in DTC margins rather than wholesale margins.

Contribution profit

Contribution profit for the six months ended June 30, 2023 was €5.3 million (or 11.4% of revenue), compared to €4.6 million (or 10.9% of revenue) in the same period in 2022, driven by increased gross profit. Marketing and selling expenses increased to €23.7 million (or 50.8% of revenue) in the six months ended June 30, 2023 from €21.2 million (or 50.5% of revenue) in the same period in 2022, mainly due to the payment of wholesale commissions.

Sergio Rossi Segment

The following table sets forth revenues and gross profit for the Sergio Rossi segment for the six months ended June 30, 2023 and 2022:

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Revenues

Revenues for the six months ended June 30, 2023 amounted to €33.0 million, an increase of €6.1 million compared to €27.0 million in the same period in 2022.

Sergio Rossi achieved double digit growth in revenues in EMEA, North America, and Greater China, which was attributed to both the DTC channel and wholesale business.

Revenues through our DTC channels increased by 15.0% from €14.7 million for the six months ended June 30, 2022, to €16.8 million for the six months ended June 30, 2023. The increase in DTC channels was mainly contributed by the strong revenues recovery in the Greater China market which grew by €1.9 million (or 45.6% year-over-year) to €5.9 million in the six months ended June 30, 2023.

Revenues through our wholesale channel increased by 31.3% from €12.3 million for the six months ended June 30, 2022, to €16.2 million for the six months ended June 30, 2023. Third-party production contributed to €7.6 million of wholesale revenues for the six months ended June 30, 2023 compared to €2.9 million in the same period in 2022.

Gross profit

Gross profit for the six months ended June 30, 2023 was €17.1 million, an increase of €2.3 million compared to €14.8 million in the same period in 2022. Gross profit margin decreased to 51.9% in the six months ended June 30, 2023, compared to 54.9% in the same period in 2022. The decrease in gross profit margin was primarily due to the increase of lower margin wholesale revenues and third-party production as a percentage of revenues. Excluding third-party production, gross profit margin was 64.5% for the six months ended June 30, 2023, compared to 60.3% in the same period in 2022.

Contribution profit

Contribution profit for the six months ended June 30, 2023 was €5.8 million (or 17.5% of revenue), compared to €3.6 million (or 13.4% of revenue) in the same period in 2022, driven by increased gross profit. Marketing and selling expenses increased slightly to €11.4 million (or 34.4% of revenue) in the six months ended June 30, 2023 from €11.2 million (or 41.5% of revenue) in the same period in 2022, which decreased significantly as a percent of revenues as we scaled revenue. Marketing and selling expenses were focused on enhancing the brand and improving sales channels in key strategic regions.

Caruso Segment

The following table sets forth revenues and gross profit for the Caruso segment for the six months ended June 30, 2023 and 2022:

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Revenues

Revenues for the six months ended June 30, 2023 was €19.9 million, an increase of €5.0 million or 33.6% compared to €14.9 million in the same period in 2022.

The increase in revenues was mainly related to recovery of formal business wear resulting from the post-COVID-19 back-to-office trend, globally.

Gross profit

Gross profit for the six months ended June 30, 2023 was €5.2 million, an increase of €1.5 million compared to €3.7 million in the same period in 2022. Gross profit margin increased to 26.3% for the six months ended June 30, 2023 from 25.0% for the six months ended June 30, 2022 due to economies of scale and better management of labor costs.

Contribution profit

Contribution profit for the six months ended June 30, 2023 was €4.4 million (or 22.0% of revenue), compared to €3.1 million (or 20.5% of revenue) in the same period in 2022. The improvement in contribution profit was driven by the improvement of gross profit and operating leverage.

Liquidity and Capital Resources

Overview

We and our portfolio brands’ principal sources of liquidity have been through issuance of preferred shares, loans from our shareholder Fosun International (including its subsidiaries and joint ventures), and bank borrowings, and which have historically been sufficient to meet our working capital and capital expenditure requirements. As of June 30, 2023, we had cash and cash equivalents of €30.8 million.

Additionally, we have relied on liquidity provided by revenues generated from our operating activities. We require liquidity in order to meet our obligations and fund our business. Short-term liquidity is required to fund ongoing cash requirements, including to purchase inventory and to fund costs for services and other expenses. In addition to our general working capital and operational needs, our main use of cash is for capital expenditures related to the opening of new stores or the renovation of existing stores, and for acquisitions. In connection with the COVID-19 pandemic, we have taken several measures to preserve our liquidity as described above. Taking into account the source of liquidity discussed above, we have not experienced any material adverse changes in our liquidity position since the completion of the Business Combination.

Cash flows

Six months ended June 30, 2023 compared to the six months ended June 30, 2022

The following table summarizes the cash flows provided by/used in operating, investing and financing activities for each of the six months ended June 30, 2023 and 2022. Refer to the consolidated cash flows statement and accompanying notes included elsewhere in this Semi-Annual Report for additional information.

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Net cash used in operating activities

Net cash used in operating activities increased by €6.3 million from €51.8 million for the six months ended June 30, 2022 to €58.1 million for the six months ended June 30, 2023. The increase was primarily attributable to higher sales volumes, which resulted in (i) an increase in inventories of €5.8 million or 5.3% to €114.9 million as of June 30, 2023, and (ii) an increase in trade receivables of €1.9 million or 3.9% to €50.8 million as of June 30, 2023.

Net cash used in investing activities

Net cash used in investing activities increased by €23.0 million from €5.6 million for the six months ended June 30, 2022 to €28.5 million net cash used for the six months ended June 30, 2023. The increase was primarily attributable to (i) the increase of payment for the purchase of long-term assets from €9.4 million in the six months ended June 30, 2022 to €29.3 million in the six months ended June 30, 2023, and (ii) the decrease in proceeds from disposal of long-term assets from €3.9 million in the six months ended June 30, 2022 to €0.8 million in the six months ended June 30, 2023.

Net cash flows generated from financing activities

Net cash flows generated from financing activities increased by €8.9 million from €17.5 million for the six months ended June 30, 2022 to €26.4 million for the six months ended June 30, 2023. The increase in cash flows from financing activities was primarily attributable to (i) an increase of proceeds from financing fund of €22.8 million, (ii) a decrease of repayment of borrowings of €6.2 million, and (iii) an increase of capital contribution from non-controlling interests of €5.6 million, partially offset by a decrease of proceeds from borrowings of €27.1 million and an increase of payment of borrowings interest of €2.2 million in the six months ended June 30, 2023.

Borrowings

We enter into and manage debt facilities centrally in order to satisfy the short and medium-term needs of each of our subsidiaries based on criteria of efficiency and cost-effectiveness. Our portfolio brands have historically entered into and maintained with a diversified pool of lenders a total amount of committed credit lines that is considered consistent with their needs and suitable to ensure at any time the liquidity needed to satisfy and comply with all of their financial commitments, as well as guaranteeing an adequate level of operational flexibility for any expansion programs.

As of June 30, 2023, borrowings amounted to €9.5 million were guaranteed by a third-party SACE S.p.A., and borrowings amounted to €5.7 million were secured by pledges of our assets including property, plant and equipment, inventories and trade receivables.

Our unsecured borrowings are principally used for operations. As of June 30, 2023, the borrowings are at rates ranging from 0.0% to 10.0% per annum.

For additional information, see Note 18—Borrowings in the Semi-Annual Condensed Consolidated Financial Statements.

We are subject to certain covenants, including financial and otherwise, under our financing agreements. As of June 30, 2023, we were in material compliance with all covenants.

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Contractual obligations and commitments

The following table summarizes our contractual obligations and commitments as of June 30, 2023:

Cash and cash equivalents

The table below sets forth the breakdown of our cash and cash equivalents as of the dates indicated.

As of June 30, 2023, the cash and cash equivalents are held with reputable commercial banks at various jurisdictions including Greater China, France, Italy and U.S. Certain jurisdictions may not have official deposit insurance program or agency similar to the Federal Deposit Insurance Corporation (FDIC) in the U.S. The Group does not foresee substantial credit risk with respect to cash and cash equivalents held at commercial banks in such jurisdictions.

We may be subject to restrictions which limit our ability to use cash. In particular, our cash held at banks in China is subject to certain repatriation restrictions and may only be repatriated as dividends. We do not believe that such transfer restrictions have any adverse impacts on our ability to meet liquidity requirements. There was no restricted cash as of June 30, 2023.

Other current assets

The table below sets forth the breakdown of our other current assets as of the dates indicated.

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Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Recent Developments

See Note 24 — Subsequent events to the Semi-Annual Condensed Consolidated Financial Statements included elsewhere in this Semi-Annual Report.

Non-IFRS Financial Measures

Our management monitors and evaluates operating and financial performance using several non-IFRS financial measures including: contribution profit, contribution profit margin, adjusted earnings before interest and taxes (“Adjusted EBIT”), adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Our management believes that these non-IFRS financial measures provide useful and relevant information regarding our performance and improve their ability to assess financial performance and financial position. They also provide comparable measures that facilitate management’s ability to identify operational trends, as well as make decisions regarding future spending, resource allocations and other operational decisions. While similar measures are widely used in the industry in which we operate, the financial measures that we use may not be comparable to other similarly named measures used by other companies nor are they intended to be substitutes for measures of financial performance or financial position as prepared in accordance with IFRS.

Contribution profit and contribution profit margin

Contribution profit is defined as revenues less the cost of sales and selling and marketing expenses. Contribution profit margin is defined as contribution profit divided by revenue.

Contribution profit subtracts the main variable expenses of selling and marketing expenses from gross profit, and our management believes this measure is an important indicator of profitability at the marginal level.

Below contribution profit, the main expenses are general administrative expenses and other operating expenses (which include foreign exchange gains or losses and impairment losses). As we continue to improve the management of our portfolio brands, we believe we can achieve greater economy of scale across the different brands by maintaining the fixed expenses at a lower level as a proportion of revenue. We therefore use contribution profit margin as a key indicator of profitability at the group level as well as the portfolio brand level.

The table below reconciles revenues to contribution profit for the periods indicated.

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Adjusted EBIT

Adjusted EBIT is defined as profit or loss before income taxes, net finance cost, share based compensation, adjusted for income and costs which are significant in nature and that management considers not reflective of underlying operational activities, mainly including net gains on disposal of long-term assets and government grants.

The table below reconciles loss for the year to adjusted EBIT for the periods indicated.

Adjusted EBITDA is defined as profit or loss before income taxes, net finance cost, exchange gains/(losses), depreciation, amortization, share based compensation and provisions and impairment losses adjusted for income and costs which are significant in nature and that management considers not reflective of underlying operational activities, mainly including net gains on disposal of long-term assets and government grants.

The table below reconciles loss for the year to adjusted EBITDA for the periods indicated.

Qualitative and Quantitative Information on Financial Risks

We are exposed to market risks in the ordinary course of our business. These risks primarily include foreign exchange risk, interest rate risk, credit risk and liquidity risk. See Note 4.2—Financial risk factors to the Semi-Annual Condensed Consolidated Financial Statements included elsewhere in this Semi-Annual Report and Note 4.3—Financial risk factors to the Annual Consolidated Financial Statements for further details.

Our overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on our financial performance. We did not use any derivative financial instruments to hedge certain risk exposures.

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Foreign exchange risk

We have a vast international presence, and therefore is exposed to the risk that changes in currency exchange rates could adversely impact revenue, expenses, margins and profit. Our management manages our foreign exchange risk by performing regular review.

Interest rate risk

We do not have any significant interest bearing financial assets or liabilities except for cash and cash equivalents and borrowings, details of which are disclosed in Notes 17 and 18 to the Semi-Annual Condensed Consolidated Financial Statements included elsewhere in this Semi-Annual Report and Notes 23 and 24 to Lanvin Group’s consolidated financial statements, respectively.

Our exposure to the risk of changes in market interest rates relates primarily to our borrowings with floating interest rates. Our policy is to manage our interest cost using a mix of fixed and variable rate debts. As of June 30, 2023, approximately 67.9% of our interest-bearing borrowings bore interest at fixed rates.

Credit risk

Credit risk is defined as the risk of financial loss caused by the failure of a counterparty to repay amounts owed or meet its contractual obligations. The maximum risk to which an entity is exposed is represented by all the financial assets recognized in the financial statements. Management considers our credit risk to relate primarily to trade receivables generated from the wholesale channel and mitigates the related effects through specific commercial and financial strategies.

With regards to trade receivables, credit risk management is carried out by monitoring the reliability and solvency of customers.

Liquidity risk

Liquidity risk refers to the difficulty we could have in meeting our financial obligations.

According to management, the funds and credit lines currently available, in addition to those that will be generated by operating and financing activities, will enable us to meet our financial requirement arising from investing activities, working capital management and punctual loan repayment as planned.

As of June 30, 2023, we had undrawn cash credit lines of $15.8 million available at banks.

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Lanvin Group Holdings Limited

Interim condensed consolidated statements of profit or loss

For the six months ended June 30, 2023 and 2022

(Unaudited)

The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements.

F-1

Lanvin Group Holdings Limited

Interim condensed consolidated statements of comprehensive loss

For the six months ended June 30, 2023 and 2022

(Unaudited)

The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements.

F-2

Lanvin Group Holdings Limited

Interim condensed consolidated statements of financial position

At June 30, 2023 and December 31, 2022

(Unaudited)