Response to statement by Frasers Group PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
FOR IMMEDIATE RELEASE
19 June 2025
Revolution Beauty Group Plc
("Revolution Beauty" or the "Company")
RESPONSE TO STATEMENT BY FRASERS GROUP PLC
The Company notes the recent announcement by Frasers Group plc that it has withdrawn from the Company's formal sale process and that it does not intend to make an offer for the Company.
As announced previously, the Company continues to have constructive engagement with a number of other interested parties. Current discussions may be altered or terminated at any time and, accordingly, there can be no certainty that an offer will be made for the Company, nor as to the terms on which any offer may be made.
In parallel, the Company is also continuing its positive engagement with its shareholders, including in respect of an equity raise.
Further announcements will be made as appropriate.
For further information, please contact:
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Revolution Beauty Group Plc |
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Colin Henry (Interim CEO) / Neil Catto (CFO) |
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+44 (0)20 3805 4822 (Via Headland Consultancy) |
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Panmure Liberum Limited (Sole Financial Adviser, NOMAD and Joint Broker, Sole Rule 3 Adviser) |
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+44 (0)20 3100 2222 |
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Investment Banking: Bidhi Bhoma / Dru Danford / Edward Thomas / John More M&A: Tim Medak |
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Zeus Capital Limited (Joint broker) |
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+44 (0)161 831 1512 |
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Ben Robertson / Dominic King / Jordan Warburton |
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Headland Consultancy (Public Relations) |
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+44 (0)20 3805 4822 |
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Matt Denham / Antonia Pollock
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Notice related to financial advisers
Panmure Liberum Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Revolution Beauty and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Revolution Beauty for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Zeus Capital Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Revolution Beauty and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Revolution Beauty for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Website publication
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on the Company's website at https://revolutionbeautyplc.com/regulatory-news/ promptly and by no later than 12 noon (London time) on the business day following the date of this announcement. The content of this website is not incorporated in, and does not form part of, this announcement.
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