United States securities and exchange commission logo
September 30, 2021
Elliot Jordan
Chief Financial Officer
Farfetch Ltd
The Bower, 211 Old Street
London EC1V 9NR, United Kingdom
Re: Farfetch Ltd
Form 20-F for the
Fiscal Year Ended December 31, 2020
Filed March 4, 2021
File No. 001-38655
Dear Mr. Jordan:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2020
Item 3. Key Information
A. Selected Financial Data
Non-IFRS and Other Financial and Operating Metrics, page 11
1. In the definition of
"active consumers," please clarify what is meant by the disclosure
"Due to technical
limitations, Active Consumers is unable to fully de-dupe Stadium
Goods consumers from
consumers on our other sites" and how this impacts the number of
active consumers you
report.
Elliot Jordan
FirstName
Farfetch LtdLastNameElliot Jordan
Comapany 30,
September NameFarfetch
2021 Ltd
September
Page 2 30, 2021 Page 2
FirstName LastName
Item 4. Information on the Company
B. Business Overview
Marketing
Retention and Loyalty, page 73
2. You disclose that in 2020 you continued to build membership in your
ACCESS loyalty
program which provides consumers with benefits and rewards based on
their annual spend
on the Farfetch Marketplace. You further disclose that as of December
31, 2020, there
were approximately 2.8 million ACCESS members across five tiers
ranging from Bronze
to Private Client. Please tell us and disclose as appropriate the
nature of the benefits and
rewards given to consumers and how you account for the loyalty
program.
Note 5. Business combinations, page F-26
3. You disclose the primary reason for the acquisition of Toplife was for
the Group to
leverage the JD App Level 1 Access Button and you recorded goodwill of
approximately
$41 million in the acquisition. You further disclose that in November
2020 you fully
impaired the Level 1 access button due to the closure of your direct
consumer-facing
channels on JD.com. Please tell us whether you impaired any of the
related goodwill, and
if not, the reason for not doing so.
Note 26. Related party disclosures, page F-52
4. You disclose your subsidiary New Guards owns a stake of 53% of Alanui
S.r.L. but New
Guards does not control Alanui. Please tell us why you do not control
Alanui.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at
202-551-3309 if
you have questions regarding comments on the financial statements and related
matters.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services