Withdrawal of GM requisition & Board Updates

Revolution Beauty Group PLC

19 July 2023

 

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
For immediate release	19 July 2023

REVOLUTION BEAUTY GROUP PLC

("Revolution Beauty", the "Group" or the "Company")

Withdrawal of general meeting requisition by boohoo Group plc

Board Updates

and

Director Dealings

Revolution Beauty Group plc (AIM: REVB), the multi-channel mass beauty innovator, announces that the matters described in the announcement published by the Company and boohoo Group plc ("boohoo") on 18 July 2023 (the "Settlement Announcement") have now taken place:

·      boohoo has withdrawn its requisition of a general meeting of the Company under section 303 of the Companies Act 2006;

·      Bob Holt OBE and Derek Zissman have now resigned from the board of Revolution Beauty (the "Board"), although Bob will remain with the business as interim CEO until 31 August 2023;

·      Alistair McGeorge, Neil Catto, Rachel Horsefield and Peter Hallett have been appointed to the Board, with Alistair having been appointed as executive chairman, Neil having been appointed as a non-independent non-executive director, and Rachel and Peter having been appointed as independent non-executive directors.  The information regarding Alistair, Neil, Rachel and Peter required to be disclosed pursuant to the AIM Rules for Companies is set out in Appendix 1 to this announcement;

·      Elizabeth Lake remains as CFO and remains on the Board as a director;

·      Jeremy Schwartz, Rachel Maguire and Matthew Eatough remain on the Board as independent non-executive directors;

·      Bob Holt and Elizabeth Lake have exercised the options described in the Settlement Announcement and boohoo has acquired a number of the shares allotted pursuant to such options sufficient to cover the tax payable by Bob Holt and Elizabeth Lake on the exercise of the options.  Further details regarding the option exercise and the sale of shares is set out below; and

·      the settlement agreement entered into between Bob Holt and the Company has come into effect, although (as above) Bob will remain with the business as interim CEO until 31 August 2023.

The Board will now continue to work with Revolution Beauty's auditors towards the completion of the audit of the FY23 Accounts, which work is expected to be completed by the end of August 2023.  Following completion of the audit, Revolution Beauty will convene an annual general meeting, expected to be held in late September or early October 2023.

Exercise of options and sale of shares

Further to the Settlement Announcement, Bob Holt and Elizabeth Lake have, respectively, exercised nominal cost options over 5,684,210 and 2,842,105 ordinary shares of £0.01 in the capital of the Company ("Ordinary Shares").

As previously announced in the Settlement Announcement, application has been made for the 8,526,315 Ordinary Shares issued as a result of the exercise by Bob Holt and Elizabeth Lake of their options to be admitted to trading on AIM. It is expected that admission will take place at 8:00 a.m. today.  Upon admission, the total number of Ordinary Shares and voting rights in the Company will be 318,263,565, with no Ordinary Shares held in treasury. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules sourcebook.

In addition, Bob Holt and Elizabeth Lake have, respectively, sold 2,557,895 and 1,335,789 Ordinary Shares to boohoo at a price of 32.625 pence per Ordinary Share (being the closing middle market quotation of a Revolution Beauty share derived from the AIM Appendix to the London Stock Exchange Daily Official List on 18 July 2023, as quoted by Bloomberg), in order to cover the tax payable by them on the exercise of their options.

Appendix 2 to this announcement contains the notifications required by MAR in relation to the option exercise and sale by Bob Holt and Elizabeth Lake.

Further announcements will be made as appropriate.

For further information please contact:

Investor Relations Elizabeth Lake	[e-mail]
Joint Corporate Brokers Zeus (NOMAD): Nick Cowles /Jamie Peel /Jordan Warburton Liberum: Clayton Bush / Edward Thomas / Miquela Bezuidenhoudt	Tel: [phone] Tel: [phone]
Media enquiries Headland Consultancy Matt Denham / Will Smith / Antonia Pollock	Tel: [phone] [e-mail]

The person responsible for arranging the release of this announcement on behalf of the Company is Elizabeth Lake, the Chief Financial Officer of the Company.

Appendix 1

Information on new directors required by AIM Rules for Companies

Alistair, Neil, Rachel, and Peter currently hold no shares in the Company.

The following information regarding the appointment of Alistair Kenneth McGeorge, aged 64, is disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies:

Current directorships and partnerships:

boohoo Group plc
East Imperial plc
OFS (DS) Holdings Limited
Retail Trust
H.Littlewood (Scotland) Limited

In addition, Alistair has held the following directorships in the past five years:

Finesse Golf LLP
Ellestone Apparel LLP
Top Gun Realisations Limited
New Look Retailers Limited
Top Gun Realisations 76 Limited
Top Gun Realisations 90 Limited
Top Gun Realisations 73 plc
Top Gun Realisations 74 plc
Top Gun Realisations 101 Limited
Top Gun Realisations 102 Limited
Top Gun Realisations 203 plc
New Look Limited

Alistair was a director of Top Gun Realisations 73 plc, Top Gun Realisations 74 plc, Top Gun Realisations 101 Limited and Top Gun Realisations 102 Limited when they entered creditors' voluntary liquidations in August 2019. Top Gun Realisations 73 plc and Top Gun Realisations 74 plc were dissolved in September 2020, with a shortfall to creditors of £184.6m and £308.9m, respectively. He was also a director of Top Gun Realisations Limited when it entered administration in May 2019, and that company was dissolved in September 2020 with £580m owed to creditors via a guarantor arrangement.

Alistair was a director of New Look Retailers Limited when it entered into a company voluntary arrangement in March 2018. This was completed and terminated in September 2020, with no payments to creditors. A second company voluntary arrangement, which remains ongoing, was launched in September 2020, which was within 12 months of Alistair's resignation as a director.

The following information regarding the appointment of Neil James Catto, aged 56, is disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies:

Current directorships and partnerships:

tinyBuild Inc.

In addition, Neil has held the following directorships in the past five years:

Boohoo.com UK Limited
Boohoo.com USA Limited
Boohoo.com Australia PTY
Boohoo France SAS
Boohoo.com UK Limited Liaison Office Turkey
Boohoo.com Italy SRL
Boohoo Property Holdings 2 Limited
Boohoo Holdings Limited
Boo Who Limited
Boohooman.com UK Limited
Boohoo.com Germany GmbH
boohoo Group plc
Debenhams Brands Limited
Debenhams Holdings Limited
Nasty Gal Limited
NastyGal.com USA Inc
Prettylittlething.com Limited
Prettylittlething.com Limited USA Inc
Miss Pap UK Limited
Coastlondon.com Limited
Karenmillen.com Limited
Oasis Fashions Online Limited
Dorothy Perkins Online Limited
Burton Online Limited
Redherring.com Online Limited
Principles.com Online Limited
Maine.com Online Limited
Mantaray.com Online Limited
PGBH Limited
Pancorp1 Limited
Shanghai Wasabi Frog Trading Co Limited
Faith.com Online Limited
Wallis Online Limited
21Three Clothing Company Limited
Warehouse Fashions Online Limited

The following information regarding the appointment of Rachel May Horsefield, aged 35, is disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies:

Current directorships and partnerships:

RMH Group Ltd
Petbuddy Group AB

In addition, Rachel has held the following directorships in the past five years:

THG plc

The following information regarding the appointment of Peter John Hallett, aged 65, is disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies:

Current directorships and partnerships:

Altitude Group plc
Paradigm Global Services (UK) Limited

In addition, Peter has held the following directorships in the past five years:

Paradigm Global (Holdings) Limited
Hylo Athletics Limited

There is no further information to be disclosed pursuant to Schedule 2(g) of the AIM Rules for Companies.

Appendix 2

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Bob Holt
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Revolution Beauty Group plc
b)	LEI	21380083TTJWXK677H17
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of £0.01 ISIN: GB00BP7L1T61
b)	Nature of the transaction	Exercise of options under the Revolution Beauty Long Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) £0.01 per share 5,684,210
d)	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transaction	18 July 2023
f)	Place of the transaction	Outside of trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Bob Holt
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Revolution Beauty Group plc
b)	LEI	21380083TTJWXK677H17
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of £0.01 ISIN: GB00BP7L1T61
b)	Nature of the transaction	Sale of Ordinary Shares received pursuant to Revolution Beauty Long Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) 32.625 pence 2,557,895
d)	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transaction	18 July 2023
f)	Place of the transaction	Outside of trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Elizabeth Lake
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Revolution Beauty Group plc
b)	LEI	21380083TTJWXK677H17
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of £0.01 ISIN: GB00BP7L1T61
b)	Nature of the transaction	Exercise of options under the Revolution Beauty Long Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) £0.01 per share 2,842,105
d)	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transaction	18 July 2023
f)	Place of the transaction	Outside of trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Elizabeth Lake
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Revolution Beauty Group plc
b)	LEI	21380083TTJWXK677H17
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of £0.01 ISIN: GB00BP7L1T61
b)	Nature of the transaction	Sale of Ordinary Shares received pursuant to Revolution Beauty Long Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) 32.625 pence 1,335,789
d)	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transaction	18 July 2023
f)	Place of the transaction	Outside of trading venue

 

END