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Tuesday 29 June, 2021

Revolution Beauty

Intention to Float on AIM

RNS Number : 4010D
Revolution Beauty Group PLC
29 June 2021
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA (EACH A "RESTRICTED JURISDICTION") OR TRANSMITTED, DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.

 

This announcement is an advertisement and not an admission document or a prospectus and does not constitute or form part of an offer to sell or issue or a solicitation of an offer to subscribe for or buy any securities nor should it be relied upon in connection with any contract or commitment whatsoever.  Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of the information in the admission document (the "Admission Document") intended to be published by Revolution Beauty Group Limited (to be renamed Revolution Beauty Group plc on reregistration as a public limited company) (the "Company") in due course in connection with the proposed admission of its ordinary shares to trading on AIM, a market operated by London Stock Exchange plc ("Admission").  Copies of the Admission Document will, following publication, be available at the registered office of the Company, subject to applicable securities laws or regulations.

 

Press Release

29 June 2021

 

 

 

REVOLUTION BEAUTY GROUP LIMITED

 

ANNOUNCEMENT OF INTENTION TO FLOAT ON AIM

 

Revolution Beauty Group Limited ("Revolution Beauty", the "Company" or the "Group"), a multi-brand, multi-category, multi-channel mass beauty innovator with proven global scale , announces its intention to seek admission of its shares to trading on AIM, a market of London Stock Exchange plc ("Admission").  Admission is expected to take place in July 2021. Zeus Capital is acting as Nominated Adviser, Bookrunner and Broker to the Company.

 

Adam Minto, Founder and CEO of Revolution Beauty, said:  

"I started Revolution Beauty eight years ago to start a revolution in beauty. I wanted to make high quality cosmetics and skincare affordable for everyone and now we're on track to achieve these goals around the world. Today, we are present in more than 11,000 doors in retailers across five continents and have a rapidly growing online customer base. We have built a trusted and authentic brand, employing more than 220 people and established a track record of consistent delivery for our customers.

 

"We have delivered exceptional growth, with a revenue CAGR of over 99% from inception to FY19. Our differentiated business model brings together both online and retail revenues, while our manufacturing and consumer feedback strategy enables us to bring new products to market quickly. This means that Revolution Beauty can quickly respond to the megatrends driving the global mass beauty industry. All of this together with our broad geographic presence and extensive product ranges, means Revolution Beauty is well-positioned to take advantage of the significant opportunities for expansion in a compelling growth market.

 

"Today marks a significant milestone for Revolution Beauty and our people. As we work to build a business to match the scale and potential of our brand, I thank them for their hard work to get us to where we are today."

 

PROPOSED ADMISSION

 

· PRIMARY AND SECONDARY PLACING AND ADMISSION TO AIM

 

The placing will consist of newly issued shares, as well as existing shares held by the Company's current shareholders.

An application will be made for the admission to listing and trading on the AIM market of the London Stock Exchange.

 

· STRONG INSTITUTIONAL SUPPORT FROM JUPITER ASSET MANAGEMENT WITH £90M CORNERSTONE INVESTMENT

 

The Company has entered into a cornerstone investment agreement with Jupiter Asset Management who has, subject to certain conditions, agreed to subscribe for £90 million of the placing.

 

· REASON FOR ADMISSION

 

The Group intends to use the net proceeds of the placing to execute its growth plans, incentivise the management team and wider employee base and allow incumbent shareholders to realise a proportion of value held whilst retaining significant shareholdings to benefit from future upside.

 

COMPANY HIGHLIGHTS

· REVOLUTION BEAUTY IS A GLOBAL BEAUTY BRAND WHICH IS WELL RECOGNISED AND WELL REGARDED ACROSS RETAIL AND DIGITAL CHANNELS

Revolution Beauty is a globally recognised and protected brand, which has evolved over the last eight years from a UK-focussed business into a brand sold across five continents.

The Directors expect the brand to continue its expansion in both current locations and new geographies.

Revolution Beauty products are sold in over 11,000 doors in established retail partners worldwide, including Superdrug and Boots in the UK, and Ulta and Target in the US. In addition to a strong retail presence, the Group has a number of global digital partners, as well as its own direct to consumer channel. The Group has onboarded a significant number of new retail and digital partners in 2020 and has a number of new partnerships to be announced in 2021.

 

· REVOLUTION BEAUTY HAS A TRACK RECORD OF DELIVERING STRONG REVENUE GROWTH

Rapid revenue growth with c.99% revenue CAGR to FY19 since launch in 2014.

In the fourteen months to 28 February 2021, Revolution Beauty generated revenue of £157.6 million and adjusted EBITDA of £13.1 million.

· ONE OF THE FASTEST INNOVATORS IN THE MASS BEAUTY MARKET, QUICK TO RESPOND TO TRENDS AND RAPIDLY GAINING MARKET SHARE FROM OLDER, MORE ESTABLISHED COMPETITORS

The Group is able to identify early trends in the market through its influencer, consumer and retailer channels. This direct consumer feedback and close following of trends enables Revolution Beauty to leverage its competitive advantage in bringing products to market within 16 weeks making it more agile and responsive than some global competitors.

· A FLEXIBLE, AGILE AND SCALABLE SUPPLIER BASE

New products can be launched quickly through the Group's supplier base and infrastructure. The management team has longstanding relationships with suppliers and products are sourced from both Asia (c.80%) and the UK & Europe (c.20%).

· DIGITAL-FIRST STRATEGY

The Group operates a digital-first strategy and has recently seen a rapid increase in digital growth. Revolution Beauty can launch new products on a regular basis, testing products on its digital channels, where it has a high level of engagement and feedback, before committing products to retail stores.

· SOCIAL MEDIA AND INFLUENCER LED MARKETING

The Group has successfully leveraged its existing social media channels to achieve a global reach of over 6.3 million users through its existing social media channels.

Revolution Beauty successfully collaborates with beauty influencers and others in the industry to promote its products and brands. There has been significant success on the Group's TikTok channels generating over 5.1 billion views using the CreatorRevolution hashtag.

 

· WELL POSITIONED TO TAKE ADVANTAGE OF A GROWING MARKET

The market is growing across all categories including make-up, skincare and haircare and is forecast to be worth $283 billion by 2025.

Historically, Revolution Beauty's main offering has been make-up although the Group has since seen significant growth in both the skincare category following its launch in 2018 and the haircare category following its expansion in 2021.

Additionally, the Group offers transparency around ingredients as well as endorsing a number of products with ethical assurances such as vegan and cruelty free.

 

· HIGHLY EXPERIENCED AND DEDICATED MANAGEMENT TEAM, WITH DEEP MARKET KNOWLEDGE AND AN OPERATIONAL MIND-SET

 

Revolution Beauty's management team is highly experienced and continues to be led by its co-founders Adam Minto (CEO) and Tom Allsworth (Executive Chairman), who have a combined 60 years' experience in the beauty industry.

The wider board has significant experience and is supported by a senior leadership team that has extensive industry knowledge.

 

For further information:

Revolution Beauty Group Limited

via Buchanan

Adam Minto, Founder & CEO

Tel: +44 (0) 20 7466 5000

Tom Allsworth, Founder & Executive Chairman

www.revolutionbeautyplc.com

 

Zeus Capital Limited

(Nominated Adviser, Bookrunner & Broker)


Corporate Finance


Nick Cowles / Jordan Warburton

Tel: +44 (0) 161 831 1512

Equity Capital Markets

Tel: +44 (0) 20 3829 5000

John Goold / Dominic King

www.zeuscapital.co.uk



 

Media enquiries:

Buchanan


Richard Oldworth / Henry Harrison-Topham

Sophie Wills / Kim Looringh-van Beeck / Toto Berger

Tel: +44 (0) 20 7466 5000

[email protected]

www.buchanan.uk.com

 

FORWARD-LOOKING STATEMENTS

All statements other than statements of historical fact included in this Announcement, including, without limitation, those regarding the Group's financial position, business strategy, plans and objectives of management for future operations or statements relating to expectations in relation to shareholder returns, dividends or any statements preceded by, followed by or that include the words "targets", "estimates", "envisages", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions or the negative thereof, are forward looking statements.

 

Such forward looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's control that could cause the actual results and performance to be materially different from future results and performance expressed or implied by such forward looking statements. Such forward looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future.

 

These forward looking statements speak only as of the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.

 

Notes to editors:

 

HISTORY AND BACKGROUND

In 2014, Adam Minto and Tom Allsworth founded Revolution Beauty to provide customers with high quality and innovative beauty products at an affordable price point, with a strategy to use their combined sector knowledge and deep experience to challenge the legacy operators and become a multi-brand, multi-category and multi-channel beauty platform with a product for everyone.

In 2014, the Group launched its website revolutionbeauty.com and entered into its first major agreement with Superdrug, granting it a significant UK in-store retail presence with exclusivity. The success of this relationship is evidenced by the rapid expansion and enhanced positioning of its products within Superdrug.

The Group initially had 4 ft. stands at the back of approximately 100 Superdrug stores. Following a successful launch, the brand expanded rapidly and its products were given premium store positioning in 800 Superdrug stores by 2018. This resulted in the Group becoming one of the top three mass beauty brands sold by Superdrug.

In 2016, the Group launched in the USA by entering another in store exclusivity agreement with Ulta, the largest specialist beauty retailer in the USA. The Group initially launched in approximately 200 Ulta stores with 2 ft. stands per store, which quickly expanded and the Group is now present in 1,200 Ulta stores with a combination of stand sizes including 16 ft. stands in premium positions.

In 2017, Mermaid Holdco, a vehicle controlled by funds managed by TSG Consumer Partners, invested in the Group enabling it to accelerate investment with leading beauty specialists, such as Ulta, and develop the Group's infrastructure.

The exclusivity model that the Group operated in its early days served to deliver a significant presence and foothold in the UK and US markets. The model was subsequently rolled out with leading retailers in additional countries supporting the Group's development of its global presence. The Group today partners with retailers in 45 countries. This includes Priceline, Australia's leading health and beauty retailer which operates 470 Priceline and Priceline Pharmacy stores nationally, and Watsons, one of Turkey's leading beauty retailers with more than 250 stores in over 65 cities.

The Group has recently expanded distribution via digital partners such as Beauty Bay, ASOS, Zalando, Boohoo, Prettylittlething, Lookfantastic and Amazon. These digital partners have delivered rapid growth as consumers increasingly shop online. This channel will continue to be an important growth avenue as the Group launches with other well-known digital retailers in the UK, USA and other territories in 2021.

With a significant and growing digital and physical presence via third party partnerships, the Group began to invest in developing its own DTC sales channel and infrastructure in 2019, re-platforming to Salesforce which helped to grow traffic to revolutionbeauty.com. From a standing start in August 2019, the Group saw customer growth in the DTC channel hit 1 million by December 2020.

During 2020, government restrictions arising from the COVID-19 pandemic served to change consumer habits for many of Revolution Beauty's customers around the world and drove a significant increase in, and demand for, online shopping. Given its digital infrastructure investment and significant array of third party digital partners, the Group was very well placed to cope and deal with this change. As a result, the Group was able to continue to sell its products through both of its online channels and was able to fulfil the substantially increased demand.

During 2021, the Group continued to increase the number of digital and physical retailers, including launching in 1,800 stores in Target in the USA and launching with new digital partners. At the start of the year, the Group broadened its DTC operations and launched with the THG Ingenuity platform in the US, Australia and New Zealand.

 

BUSINESS OVERVIEW

Revolution Beauty is a global mass beauty and personal care business which operates a multi brand, multi category strategy and sells its products both DTC via its e-commerce operations, and in both physical and digital retailers through wholesale relationships. Today, the Group has a retail footprint of c.11,000 doors across leading retail chains in the UK, USA and other international markets and has access to a wide customer base, predominantly aged between 16 and 35, through its digital partners and own DTC platform. Since inception in 2014, it has grown annual net revenue to £157.6 million for the 14 month period to 28 February 2021 and sells products in five continents globally.

The Group currently employs 220 people. It has established and invested to create an international infrastructure base which includes third party warehousing facilities in the UK, USA and Australia, and offices in the UK, USA, New Zealand and Germany.

(i)  Products

Revolution Beauty has over 4,000 different SKUs across its eight own brands, highlighting the diversity and inclusivity of its products, which cater to a wider range of skin tones. Key to the development of new products is the ability to identify trends early and to be the leader in launching on-trend products to the mass beauty market. Trends are identified through consumers, influencers and retailers. Social media, notably Instagram and TikTok, is central to this process and the Group is very active on those platforms with both customer engagement on its own pages, and sourcing new ideas from known influencers in the sector.

Once a trend has been identified, the Group is able to leverage its lean, efficient and scalable supply chain to bring the products to market quickly. It is typically able to design, develop and launch new products in 16 weeks, which the Directors believe is much shorter compared to the longer lead times of global competitors. Once on-market, Revolution Beauty drives promotion through its global retail & digital channels and its influencer-led marketing strategy. The demand generated via this strategy informs the Group of the likely success of a product and enables it to manage the production cycle to reduce obsolescence and wastage. A key part of the Revolution Beauty strategy is to listen to consumer feedback once a product has been launched, learn from the market reaction to the product, react to this feedback and evolve. In doing so, the Group can continually innovate its products and prolong their success.

The Group has a diverse range of price points, and develops customer loyalty across the entire range of its target customer demographic of 16 to 35 year olds. This is achieved without any impact on the quality or performance of the products, which are comparable to those of the more expensive prestige competitors.

Innovation and new products are created by the Group's branding team which consists of 24 team members. There is a dedicated team for each brand and category.

(ii)  Categories

The constant introduction of new products since Revolution Beauty's inception has resulted in an increase in the number of categories within the beauty market that the Group operates in. This can be summarised as follows:

· Make up - core offering since inception

· Skincare - launched in 2018

· Haircare - relaunched in 2021

· Gifting, accessories & branding partnerships - accelerated in 2019

The Group is committed to sustainability by ensuring that its product ranges are 100% cruelty free, mostly vegan, and sustainable and recyclable packaging are used wherever possible.

(iii)  Brands

Revolution Beauty aims to represent and champion a diverse set of customers. In an industry where beauty norms have only just begun to be challenged, Revolution Beauty has been standing for inclusivity and diversity since inception. The Group retails its products through one of its eight brands, each of which have a differentiated offering based on price and target consumer.

Each of the Group's brands has its own distinct audience and product line, enabling the Group to appeal to consumers and the constantly evolving trends they wish to emulate. Product and brand creation allows Revolution Beauty to continue to stay ahead of the beauty market and global operators.

(iv)  Distribution channels and operations

Revolution Beauty has secured a global presence through investment in its own website and digital retail channels, alongside its retail partners and, by investing continually in each brand to ensure their sustained appeal, ultimately enabling a front and centre store location. The Group's strategic investment in its digital channels, and its shift to a digital first strategy, has further grown this international presence. This has provided a platform for the Group to have the ability to react to changing consumer behaviours and channel shifts.

The Group aims to achieve a balance between its three to-market retail channels, physical stores, digital partners and its own DTC channel, to diversify its model and ensure it has adequate capabilities across all channels to capture market share across the Group's target age groups.

(v)  Digital retail partners

Soon after launch, the Group was working with eight digital retail partners and has since secured relationships with major pure play beauty companies such as Beauty Bay and more generalist fashion retailers such as ASOS. Digital retail partners provide the Group with access to a large number of new customers with no capital expenditure requirements. The Group has had great success with existing digital retail partners and further growth is expected with regular opportunities arising from a variety of retailers.

In 2020, Revolution Beauty added a number of well known digital retail partners. The Group expects to onboard additional retailers in 2021 in the UK and USA.

(vi)  DTC

Revolution Beauty is one of the few mass beauty brands of scale with a global DTC e-commerce offering, and has invested heavily in its digital infrastructure and its own DTC channel, revolutionbeauty.com, including a re-platform in September 2019 with Salesforce. The investment in the DTC platform has led to a significant uplift in sales and customers, and growth in KPIs such as conversion rate and average order value. Further investment in the DTC platform was made via a partnership with leading e-commerce provider THG Ingenuity, which went live in January 2021. This has provided the Group with a number of benefits including a global website optimised for mobile with local language storefronts and payment options to appeal to the core customer base of millennials and generation Z.

It has also enabled the Group to launch 'Rev Rewards', a points-based loyalty scheme where members earn points on each purchase. Points are earned by engaging with the Group's social media platforms, leaving reviews or referring a friend. Points can be redeemed for discounts, free gifts and free delivery, all of which drive customer loyalty and provide the Group with valuable customer data. The scheme is effective in translating shoppers into loyal customers, with 'Rev Rewards' members purchasing items more often with significant additional spend compared to standard customers.

(vii)  Retail partners

Whilst Revolution Beauty now operates a digital first strategy, physical retail continues to play an important role in the Group's strategy. Currently, the Group retails in some of the most well-known beauty retailers around the world including Superdrug and Boots in the UK, Ulta and Target in the USA, Priceline in Australia and Watsons in Turkey. Globally, the Group currently sells products through c.11,000 doors in 45 countries.

Since inception, Revolution Beauty has predominantly utilised a strategy of securing in-store exclusivity in one major retailer in each geography, and has rolled out products in a limited number of stores with smaller stands. After in-store demand has been proven and the Group has grown its customer base and sales successfully, it has expanded these agreements to cover a larger portion of the third party retailers' estates with larger stands, often in more premium positions such as at the front of stores. This strategy has had notable success in the UK with Superdrug and the USA with Ulta.

At the cessation of each exclusivity agreement, the Group has been able to generate sufficient sales to expand into additional large retailers such as Target in the USA. In conjunction with this, and as brand awareness rises, Revolution Beauty has been able to enter new markets without the use of exclusivity agreements.

Further opportunities exist for the Group to expand its retail presence through existing store partnerships and expansion into existing geographies and new regions.

(viii)  Social media

Social media has been an essential part of Revolution Beauty's marketing strategy since the Group's inception. Today, the Group has a global community of 6.3 million followers across social media platforms and generates billions of impressions per year via social media. The Group also has relationships with a range of social media influencers, from high profile to micro influencers, who post about Revolution Beauty's products.

Social media is used to generate global brand awareness in a cost-effective way, and is an important customer acquisition tool to attract visitors to the Group's DTC website. Furthermore, social media enables direct engagement with the Group's consumers, allowing the Group to collect new product development ideas and feedback on existing products.

As an example of the power of social media, the Group recently launched a viral global competition, called Creator Revolution, in partnership with TikTok, to find the next big global beauty stars. There has been significant success on the Group's TikTok channels with the 'CreatorRevolution' hashtag generating over 5.1 billion views on its more recent competition. TikTok has an estimated one billion users across 150 countries. Revolution Beauty has also previously launched TikTok hashtag challenges to generate brand recognition and as part of its social media strategy.

(ix)  Supply chain

Revolution Beauty has a global supplier base with c.80% of products manufactured in Asia, and the remaining c.20% is manufactured in the UK and the EU. These relationships with suppliers are long-standing and pre-date the inception of the Group; founders Adam Minto and Tom Allsworth have built them throughout their careers in the beauty sector. Current suppliers to the Group have the scalability and capacity to support future growth.

The UK manufacturing facility used by the Group primarily provides haircare and skincare products and is sourced through Medichem Manufacturing Limited (a related party of the Executive Chairman). The Group has a call option to purchase Medichem Manufacturing.

Revolution Beauty's products are globally recognised and protected, covering branding, trademarks and intellectual property.

Ethical manufacturing standards are ingrained throughout the Group's supply chain. All products are independently tested for compliance with global cosmetics regulations in a number of regions as detailed in the following section.

 

GROWTH STRATEGY

There are a number of opportunities for Revolution Beauty to continue its impressive growth through different areas of the Group's offering.

Digital expansion

· Continued DTC growth through the Company's own website, capitalising further on the digital first approach that sits at the core of the Company's strategy.

· Further global opportunities to scale in an efficient manner using the partnership with THG Ingenuity.

· Building on existing digital partners such as ASOS and Beauty Bay and expanding through new digital partners globally.

Store expansion

· Store presence and targeted store expansion remains an important pillar in the Group's future strategy for global growth As the Group exits exclusivity arrangements with primary retailers in key geographies, the Group is able to expand into new stores and sign partnerships agreements on a non-exclusive basis providing the platform to further build a global brand.

· The UK and USA is currently seeing store growth through leading retailers with the Group selecting the best retailers to partner with.

· Growth is also expected in new regions where Revolution Beauty does not currently have retail partners and has identified significant opportunities in emerging markets, amongst others.

Brand and category expansion

· Revolution Beauty continues to develop new products as the Group reacts to the latest consumer demands This will provide opportunity for growth with new and existing products, and also through entering into new product categories.

· Products and ranges already in development and planned for launch include RevolutionMAN which is expected to launch in 2022.

· The Group partners with globally well known brands such as Disney and Warner Bros in order to access a wider more diverse customer base.

DIRECTORS

The Board on Admission will comprise Thomas Allsworth as Executive Chairman, Derek Zissman as Deputy Chairman and Senior Independent Non-Executive Director, Adam Minto as Chief Executive Officer, Andrew James Clark as Chief Financial Officer, and Jeremy Schwartz, Gita Samani, and Edward Rumsey as Independent Non-Executive Directors.

Thomas Allsworth (55) - Executive Chairman

Tom co-founded the Company with Adam in 2014. Tom has over 28 years' experience in skincare, haircare, and cosmetics manufacturing. In 1992, Tom founded Medichem Manufacturing, a company that specialises in the manufacture of hair and skincare products. Tom's role comprises operations & supply, legal & insurance and works closely with the finance department.

Adam Minto (51) - Chief Executive Officer

Adam has spent over 32 years, creating and supplying products for the beauty industry, including vast experience in the makeup and fragrance global market. Adam co-founded Revolution Beauty in 2014. Adam's role covers product design & development, brand creation, sales strategies and manages the social media and influencer platforms.

Andrew Clark (43) - Chief Financial Officer

Andrew joined Revolution Beauty in 2019 as chief financial officer. Andrew has over 20 years finance experience with previous roles including CFO (UK&I) of Japanese listed cosmetics company Shiseido and financial director of Costa Coffee International and Costa Express. Andrew is a fellow of the ICAEW.

Derek Zissman (77) - Deputy Chairman and Senior Independent Non-Executive Director

Derek currently sits on the board of three AIM and publicly listed companies, in each case as a Non-Executive Director, including HelloFresh SE, 600 Group plc and Sureserve Group plc. Derek spent 37 years of his career with KPMG, where he was appointed Vice Chairman of KPMG UK, having co-founded the firms UK Corporate Finance group and Private Equity groups in the UK and US. Derek is a fellow of the ICAEW.

Jeremy Schwartz (58) - Independent Non-Executive Director

Jeremy is Chairman of the Kantar Sustainability and Inclusion practice, Non-Executive Director of Braham & Murray Good Hemp and senior advisory to McKinsey & Company. Jeremy's previous roles include Chief Executive Officer of Pandora plc (2018-2019) and Chairman and Chief Executive Officer of L'Oreal The Body Shop (2013-2017). Jeremy has held key roles at other large multinationals including News International plc, Conival plc, J Sainsbury's plc and The Coca-Cola Company.

Gita Samani (45) - Independent Non-Executive Director

Gita has over 20 years of retail experience and the last 15 years focused on digital and e-commerce. She is currently Strategy Director at Astound Commerce, a global digital agency.

She has worked in various roles with some of the UK's well known retailers including House of Fraser, Debenhams and Selfridges as well as global brands such as Michael Kors. She has experience from start-ups to seasoned retailers, across various verticals, in-house and as part of working within a consultancy.

Edward Rumsey (40) - Independent Non-Executive Director

Edward is currently Managing Partner of Permain Global, a business that is working for the protection and recovery of tropical forest by developing large-scale tropical forest protection and restoration projects that are funded through the generation and sale of verified emission reductions (VERs). Prior to Permain Global, Edward had a career in finance at ABN Amro and European Credit Management (ECM). Edward is also a special adviser to the World Bank Group.

 

 

Important Notices

The contents of this announcement, which has been prepared by and is the sole responsibility of Revolution Beauty, have been approved by Zeus Capital Limited ("Zeus") solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, in, into or from any Restricted Jurisdiction or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Irish, Japanese or South African securities laws.

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or other securities in any Restricted Jurisdiction. The Placing and the distribution of this announcement and other information in connection with the Placing and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

This announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (i) if in a member state of the European Economic Area ("EEA"), Qualified Investors as defined in article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"); (ii) if in the United Kingdom, are Qualified Investors as defined in article 2(e) of the EU Prospectus Regulation as it forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018 and (a) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (b) are persons who fall within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (c) to whom it may otherwise be lawfully distributed (all such persons together being referred to as "Relevant Persons").

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement does not itself constitute an offer for sale or subscription of any securities in the Company.

The Company's shares referred to in this announcement ("Ordinary Shares") have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered or sold in the United States absent registration under the US Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of securities in the United States.

Any subscription for or purchase of Ordinary Shares in the proposed Placing should be made solely on the basis of the information contained in the final Admission Document to be published by the Company in connection with the Placing and Admission. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed for any purposes whatsoever on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change. However, Revolution Beauty does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Placing or any transaction or arrangement referred to in this announcement. This announcement has not been approved by any competent regulatory authority.

In connection with the Placing, Zeus and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references in the Admission Document, once published, to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by Zeus and any of its affiliates acting as investors for their own accounts. In addition, Zeus or its affiliates may enter into financing arrangements and swaps in connection with which it or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Zeus has no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Zeus which is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for Revolution Beauty and the Company and no one else in connection with the Placing and Admission, and Zeus will not be responsible to anyone other than Revolution Beauty and the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing, Admission or any other matters referred to in this announcement.

Neither Zeus, nor any of its subsidiary undertakings, affiliates or any of its directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions contained in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith and any liability therefore is expressly disclaimed.

The anticipated timetable for Admission, including the publication of the Admission Document and/or the date of Admission, may be influenced by a range of circumstances, including market conditions. There is no guarantee that the Admission Document will be published or that Admission will occur and investors should not base their financial decisions on the Company's intentions in relation to the Placing and Admission at this stage.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly to the total figure given.

Neither the content of Revolution Beauty's website nor any website accessible by hyperlinks on the Revolution Beauty's website is incorporated in, or forms part of, this announcement.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary Shares are:

(i)  compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and

(ii)  eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Zeus will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.

 

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