REG - Project Glow Topco - Expected Intention to Float
08/09/2025 08:15
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RNS Number : 3809Y Project Glow Topco Limited 08 September 2025
This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into the United States, Canada, Japan,
the Republic of South Africa, Australia, New Zealand or any jurisdiction where
to do so would constitute a violation of the relevant laws in that
jurisdiction or which would require any registration or licensing within that
jurisdiction.
This announcement is an advertisement for the purposes of Rule 3.3.2 of the
Prospectus Regulation Rules made by the Financial Conduct Authority (the
"FCA") under section 73A of the United Kingdom's Financial Services and
Markets Act 2000, as amended ("FSMA"). This announcement is not a prospectus
and not an offer of shares or any other securities for sale and investors
should not subscribe for or purchase any shares or securities referred to in
this announcement except on the basis of the information in any final
prospectus (the "Prospectus"), including the risk factors set out therein,
that may be published by Project Glow Topco Limited or a new company to be
inserted as its holding company (the "Company", the "The Beauty Tech Group" or
"TBTG" and, together with its subsidiaries, the "Group") in due course in
relation to the proposed offer (the "Offer") for sale of existing and new
ordinary shares in the capital of the Company and admission ("Admission") of
the ordinary shares in the Company (the "Shares") to trading on London Stock
Exchange plc's main market for listed securities and to listing in the equity
shares (commercial companies) category of the official list of the FCA (the
Offer and Admission together, the "Transaction"). Upon such publication, a
copy of the Prospectus will be available on the Company's website at
https://www.thebeautytechgroup.com (https://www.thebeautytechgroup.com)
subject to certain access restrictions.
8 September 2025
Project Glow Topco Limited
(the ultimate holding company of The Beauty Tech Group Limited)
Announcement of Intention to Publish a Registration Document and Expected
Intention to Float on the Main Market of the London Stock Exchange
Project Glow Topco Limited, the ultimate holding company of The Beauty Tech
Group Limited, a global leader in the rapidly growing at-home beauty
technology market, today announces that it is considering an initial public
offering (the "IPO") and that it intends to publish today a registration
document (the "Registration Document"). The Company is considering applying
for admission of its ordinary shares to the equity shares (commercial
companies) category of the official list of the FCA and to trading on the main
market of London Stock Exchange plc (the "London Stock Exchange").
The Beauty Tech Group Highlights:
· The Beauty Tech Group is a global leader in the rapidly growing at-home beauty
technology market.
· The Beauty Tech Group encompasses three distinct, innovative and premium
beauty technology brands - CurrentBody Skin, ZIIP Beauty and Tria Laser -
under which it develops, manufactures and retails at-home beauty devices
("AHBDs") using aesthetic technologies which have been used in professional
clinics for decades. These technologies include light emitting diode ("LED")
light, radio frequency ("RF"), microcurrent, and laser therapies. The Group
sells its products in the UK and internationally via its direct to consumer
("D2C") e-commerce channels and via selected international retailers.
· The Group operates in the global AHBD market, which has an estimated value of
approximately £9 billion - £12 billion and is growing rapidly within the
£464 billion global beauty and personal care market. OC&C Strategy
Consultants LLP estimates that the Group's largest individual markets by
sales, being the US, the UK and Germany, grew by approximately 13% - 14%
between 2019 and 2024, significantly outpacing the wider beauty market.
· Headquartered in Cheshire, UK and founded as CurrentBody.com Ltd in 2009, by
Chief Executive Officer, Laurence Newman and Chief Technology Officer, Andrew
Showman, initially selling third-party AHBDs, the Group now sells exclusively
own-brand product under its three distinct and premium brands.
· The Group operates sales channels and manufacturing and distribution
facilities across multiple international locations, including the US, the UK,
the EU and Asia, and serves a global customer base. The Group's supply chain
and well-invested, owned and third-party, manufacturing facilities allow for a
dual-sourced manufacturing strategy for each of its three brands, helping to
de-risk the Group's manufacturing capabilities and product supply.
· The Group's international expansion has been a key growth driver for the Group
and, via its international e-commerce sales channels, the Group's products are
now available in over 90 countries worldwide. For the financial period for the
12 months ended 31 December 2024 ("FY24"), the US and Canada accounted for 37%
of the Group's revenue, the EU (excluding Ireland) 23%, the UK and Ireland
22%, Asia 14% and the Rest of the World 4%.
· In FY24, the Group reported revenue of £101.1 million and earnings before
interest, tax, depreciation and amortisation excluding one-off costs and
acquisition related expenses ("adjusted EBITDA") of £22.9 million. Reflective
of the scalability of the Group's operating platform; the Group moving towards
selling exclusively own-brand products and the rapid growth of the beauty
technology market, between the financial period for the 16 months ended 31
January 2023 ("FY22") and FY24, the Group's own-brand revenue and adjusted
EBITDA grew at a compound annual growth rate ("CAGR") of 73.6% and 92.9%
respectively.
Laurence Newman, Founder and CEO of The Beauty Tech Group, commented: "Founded
with the ambition to bring clinically-proven, professional-grade beauty
technology into everyday use, I am extremely proud of The Beauty Tech Group's
achievements to date. Since launching our own-brand at-home beauty technology
products in 2019, the Group has delivered sustained and profitable growth and
established itself as a global leader in the fast growing at-home beauty
market.
Our three distinct, premium brands, CurrentBody Skin, ZIIP and Tria, span
across the four core technologies used in professional aesthetic clinics,
giving us a unique position in the market. Moreover, all of our innovative
technologies are underpinned by research and rigorous testing, demonstrating
our commitment to producing effective and trustworthy products while
simultaneously raising the standards across the industry.
There are significant opportunities ahead for The Beauty Tech Group and an IPO
on the London Stock Exchange will provide us with access to capital, and
enable us to raise awareness and incentivise staff to take the business to the
next level. Our journey to date has only been made possible due to the team's
hard work and dedication, and I would also like to take this opportunity to
welcome an experienced bench of Non-Executive Directors to our Board who
collectively bring a wealth of consumer and capital markets experience and
knowledge. I am very excited to embark on this next chapter as we look to
build on our position as a trusted and recognised leader in the market."
Elaine O'Donnell, Independent Non-Executive Chair, said: "The Beauty Tech
Group has established itself as a global leader in the at-home beauty market
and I am thrilled to be joining the Board at this exciting juncture in the
Group's growth journey. Considering that home-use beauty technology is a
fast-growing category in the beauty sector, a float on the London Stock
Exchange will facilitate the Group's ambition to capitalise on the significant
opportunities ahead.
I have every confidence that a London-listing, coupled with a solid go-to
market strategy, will support The Beauty Tech Group's ambition to grow its
distribution while continuing to deliver the next generation of beauty
technology products through ongoing research and development."
For more information, please contact:
FTI Consulting (Public Relations adviser to TBTG) T: +44 (0) 20 3727 1000
Alex Beagley tbtg@fticonsulting.com
Harriet Jackson
Amy Goldup
Matthew Young
Berenberg (Sponsor, Bookrunner and Joint Financial Adviser) T: +44 (0) 20 3207 7800
Clayton Bush
Alex Wright
Alix Mecklenburg-Solodkoff
Smruthya Ganeshram
Ryan Mahnke
Rothschild & Co (Joint Financial Adviser) T: +44 (0) 20 7280 5000
Andrew Thomas
Rob McCann
Shannon Nicholls
Tom Palmer
Alexandra Loth
Potential Offer Highlights:
Should TBTG proceed with an IPO, the current expectation is that:
· The Company's shares would be admitted to the equity shares (commercial
companies) category of the official list of the FCA and to trading on the main
market of the London Stock Exchange.
· The Offer would be comprised of new shares to ensure a debt-free position at
IPO with sufficient working capital to facilitate the Group's continued growth
alongside a sale of existing shares by shareholders to ensure a sufficient
free-float.
· The Offer would be a targeted offering to certain institutional investors in
the United Kingdom and elsewhere outside the United States in reliance on
Regulation S, alongside an offering to retail investors through Retail Book
Limited ("RetailBook") in the United Kingdom only (the "Retail Offer"). Retail
investors would be able to participate through RetailBook's partner network of
investment platforms, retail brokers and wealth managers, subject to such
partners' participation.
· Immediately following Admission, the Company expects that it would be eligible
for inclusion in the FTSE UK indices.
· Any additional details in relation to the Offer, together with any changes to
corporate governance arrangements, would be disclosed in a Prospectus, if and
when published.
· The Company has engaged Berenberg as Sponsor, Bookrunner and Joint Financial
Adviser and N.M. Rothschild & Sons Limited as Joint Financial Adviser in
the event the Offer proceeds.
A copy of the Registration Document will be uploaded to the National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) once approved by the
FCA. A copy of the Registration Document will also be available online at
https://www.thebeautytechgroup.com (https://www.thebeautytechgroup.com) ,
subject to certain access restrictions.
Access to supplemental information for bona-fide, unconnected research
analysts: Information in relation to the Company will be made available via a
link to unconnected research analysts today. Please contact
TBTG@fticonsulting.com (mailto:TBTG@fticonsulting.com) if you are a research
analyst and would like to receive access to the information.
More information on how to participate in the Retail Offer (including a list
of RetailBook's distribution partners) as well as how to sign up for deal
notifications will shortly be available
here: https://www.retailbook.com/EITF/the-beauty-tech-group
(https://www.retailbook.com/EITF/the-beauty-tech-group) .
The Beauty Tech Group: Investment highlights
Significant market opportunity
The Group operates in a global market opportunity which was valued at
approximately £9 billion - £12 billion in 2024. The market has strong
structural market growth driven by: (1) a growing consumer interest in
skincare and technology, coupled with the beauty industry's resilience to
economic downturns; (2) rising awareness and education around AHBD, driven
predominantly by social media, but with significant opportunity for further
mainstream adoption; (3) AHBDs increasingly becoming a regular part of
skincare routines; (4) social media and influencers spreading awareness,
amplifying the visibility of AHBD brands; and (5) increasing regulation,
providing consumers with greater comfort and confidence in adopting these
devices.
Authoritative and trusted brands with proven product capabilities
The Group is built around three distinct premium, efficacious and trusted
at-home beauty technology brands and develops innovative technologies within
the beauty technology sector. The Group's products are rigorously tested
against the performance of the technologies in a clinical setting, reinforcing
the Group's commitment to quality and delivering advanced skin therapies. With
a focus on growing awareness and education in the beauty technology sector,
the Group is driving category growth and consumer understanding. This, in
turn, has helped the Group to grow trust and authority with consumers.
Tailored go-to-market strategy for its brands underpinned by an international
D2C e-commerce platform driving marketing and consumer insight
The Group is a digitally native business with over 90% of its FY24 revenue
derived from its robust e-commerce platform, which spans over 46 e-commerce
platforms (of which 37 are in local languages). Through this model, the Group
has scaled rapidly and efficiently, reaching and growing in international
markets whilst maintaining control over its brands, product propositions and
customers. The model has enabled the Group to become a truly international
business, with 78% of its FY24 D2C sales from outside the UK and Ireland.
In addition to its sales capabilities, the Group's e-commerce platforms
provide insight on the Group's marketing efficiency as well as helping drive
product innovation for each of its three brands. By leveraging rich customer
sales data and real-time analytics, the Group is able to gain deep insights
into customer behaviours, preferences and emerging trends. This data-driven
approach enhances the Group's marketing precision, improves customer
engagement and supports a continuous cycle of innovation and informs the
Group's new product development strategy.
Furthermore, as awareness of AHBD and beauty technology increases or where the
technologies lend themselves to retailer channels, the Group has a tailored
retail strategy for each of its brands.
The directors of the Company (the "Directors") believe that, as technology
continues to reshape the beauty industry, the Group's insight-led model and
bespoke go-to-market strategy positions the Group for sustained future growth.
Dedicated research & development and regulatory function
The Group is a leader in at-home beauty technology, built on a foundation of
research and development, regulatory expertise and product innovation. The
Group's research and development ("R&D") function is based at the Group's
UK head office and is supported by specialist teams in the Group's US and
China offices.
The Group leverages its powerful e-commerce infrastructure with advanced
customer data and marketing analytics to inform product development and drive
growth. This insight-led approach enables informed product iteration across
its three brands, consumer responsiveness and target market entry.
The Group's product portfolio is underpinned by a growing number of patents
and patent pending technologies, reflecting the Group's commitment to
innovation and intellectual property protection. The Group maintains strong
regulatory capabilities across jurisdictions which manage product regulation
and approvals.
Well-invested international operations and supply chain
The Group benefits from a well-invested and de-risked international
manufacturing network that underpins its ability to deliver high-quality
beauty technology products at scale. With the commencement of manufacturing of
the Group's LED products in India in August 2025, the Group has two
manufacturing facilities in different geographic locations for each of its
CurrentBody Skin and ZIIP branded products. The Group also has a dual
manufacturing strategy for its Tria branded products as the brand scales
following its relaunch in the first quarter of 2026 ("Q1 2026"). Accordingly
the Group is strategically building resilience into its operations to help
ensure continuity of supply and reduce dependency on any single site or
geography. This dual-facility strategy aims to significantly de-risk
production whilst enhancing operational flexibility and responsiveness to
shifts in demand or global supply chain disruptions.
With a scalable operating model and well-invested infrastructure, the Group is
well positioned to continue its profitable growth. Furthermore, the Directors
believe that the Group's operational infrastructure, which supports all of the
Group's brands, has the capacity to support the Group's long-term growth
ambitions.
Track record of sustained, attractive, and profitable growth with strong cash
flow generation and product margins
The Group has consistently delivered strong, sustained growth resulting from a
clear strategic focus on innovation, own-brand sales and operational
discipline. Since the launch of its first own-brand product, the Group has
continued to grow its own-brand revenue and profitability year-on-year.
Between FY22 and FY24, the Group's own-brand revenue and adjusted EBITDA grew
at a CAGR of 73.6% and 92.9%, respectively. In FY22 the Group's own-brand
sales comprised approximately 47% of the Group's sales and by H1 FY25,
own-brand sales comprised 100% of sales. The business has also demonstrated
robust cash conversion, driven by high margin own-brand products and effective
working capital management with cash from operating activities (excluding
interest) representing 85% of the Group's FY24 adjusted EBITDA. This strong
cash flow has supported investment in innovation, international infrastructure
and expansion as well as the Group's inorganic growth strategy with the
acquisitions of ZIIP Beauty in 2022 which was funded by third-party debt and
Tria Laser in 2024 which was funded out of the Group's cash resources.
Multiple levers to deliver long-term sustainable growth
The Directors believe that the Group is uniquely positioned to deliver
long-term sustainable growth through multiple levers. The Group operates in
the rapidly expanding global beauty technology sector, which is driven by
growing consumer demand for high-efficacy, safe and convenient at-home
skincare solutions. The Group's strong track-record in driving awareness and
consumer education in beauty technology supports the Group's sales growth,
authoritative voice in the sector and the premium market positioning of the
Group's brands. Alongside this, the Group has a robust pipeline of innovative
new products - focused on technology innovation, product iterations and
product range extension - across each of its brands, which leverage the
Group's customer data, market analytics and market trends to help ensure that
the Group remains at the forefront of the rapidly growing sector.
The Group is already seeing accelerated growth in its selective retail channel
strategy for CurrentBody Skin, which complements the brand's D2C sales
channel, enhancing distribution, brand visibility and positioning. The
Directors believe this sales channel has the potential to grow notably with
the launch and maturity of ZIIP Beauty and Tria Laser products.
Furthermore, although the Group's primary focus remains on the significant
organic growth opportunity, the Group remains open to strategic opportunities,
including potentially in the short term, that align with its vision and
enhance its technical or brand capabilities, as demonstrated by the
acquisitions and integrations of ZIIP Beauty and Tria Laser.
Experienced and credible founder-led management team
The Group's executive management team has considerable experience in the
e-commerce and beauty technology space. The Group's co-founder and Chief
Executive, Laurence Newman, has more than 25 years' experience in the beauty
technology industry, including in e-commerce, retail, business
internationalisation and manufacturing. Sam Glynn, Chief Financial Officer and
Chief Operating Officer, has significant experience across financial
functions, international retail and manufacturing within the health and
wellness and beauty industries. He is a qualified Chartered Accountant. The
Executive Directors are also supported by a highly experienced non-executive
board as well as a senior leadership team, which includes Andrew Showman, the
Group's co-founder and Chief Technology Officer, Paddy Clare (commercial /
performance marketing), Kat Myer (marketing), Charlotte Waller (retailer
partnerships), Ellis Bradbury (products), Emily Wrenshall (supply chain and
operations) and Emily
Buckwell (communications) as well as the Group's 200+ employees.
Growth strategy
The Group is focused on delivering advanced, effective and user-friendly skin
therapy solutions by utilising well-established beauty technologies that meet
evolving consumer needs for at-home use.
The Group's growth strategy is anchored in continuous product innovation,
investment in driving the awareness of beauty technologies and the Group's
brands, strategic channel development and selective market expansion.
Investing in core beauty technologies and new product development
The Group's core growth pillar is centred on developing at-home products which
utilise the four core and well-established technologies used in the beauty
industry: LED, RF, microcurrent, and laser. These technologies form the
foundation of the Group's current product ecosystem and will drive future
product development. The Group's approach includes both iterative refinement
of existing devices - enhancing efficacy, maintaining high levels of product
safety and optimising the user experience - as well as the exploration of new
use-cases and product categories within the broader beauty space. The
Directors believe that the Group's commitment to R&D ensures that it stays
ahead of technological trends while addressing emerging consumer concerns in
non-invasive skin care, skin health and skin rejuvenation.
The Directors also expect that, in addition to the Group's CurrentBody Skin
brand, the acquisitions of ZIIP Beauty and Tria Laser present significant
organic growth opportunities in the near term given recent and imminent
flagship product launches.
For example, since the Group re-launched ZIIP Beauty in July 2023, the brand
has come to represent approximately 9% of the Group's total sales in FY24.
The Group expects to launch over 15 new products and range extensions across
CurrentBody Skin, ZIIP Beauty and Tria Laser in the short to medium term.
Driving market awareness and penetration
The Group's success to date has, in part, been due to the investments made
into driving awareness of technology within the beauty sector. As awareness
has grown in each of the Group's markets, the Group has experienced
significant year on year sales growth with highly attractive customer
acquisition metrics.
The Group's growing network of key opinion leaders ("KOLs") and key opinions
customers ("KOCs") plays a critical role in driving awareness of beauty
technology, educating consumers on the benefits and efficacy of the Group's
products, building and enhancing brand trust and creating advocacy across
digital and social platforms. The Group will continue to scale and refresh
this network, as it has successfully done since the launch of its own brand in
2019, ensuring representation across target demographics and geographies to
reflect its diverse and international customer base.
Sales channel optimisation
The Group is focused on expanding its market reach through selective channel
diversification and increased brand visibility. Whilst the Group's e-commerce
platform is expected to remain the Group's largest sales channel (over 90% of
sales in FY24) in the near term, the Group recognises the importance of having
a tailored go-to-market strategy for each of its brands.
In FY24, retailer revenue made up 7% of the Group's total revenue. At the end
of FY24, the Group signed new retailer distribution agreements with Sam's
Club, Walmart, Costco and QVC US for CurrentBody Skin. The Directors believe
that there are a number of further retailer opportunities within each of its
brands which will complement the Group's profitable growth ambitions.
Strategic inorganic growth
Although the Group's primary focus remains on the significant organic growth
opportunity, the Group is open to strategic opportunities, including
potentially in the short term, that align with its vision and enhance its
technical or brand capabilities. These may include selective acquisitions that
offer complementary technologies, talent or access to new market segments. Any
such initiatives will be carefully evaluated for strategic fit and long-term
value creation. The Executive Directors have experience in undertaking
strategic acquisitions, extracting synergies and embedding businesses into the
Group's operating model. In 2022, the Group acquired ZIIP in the US,
reconfigured its products and launched the ZIIP Halo product in 2023 with a
significant reduction in unit costs. In 2024, the Group acquired the trade and
assets of Tria Laser in the US, a leader in laser hair removal technology, and
expects to launch Series 2 products under this brand in Q1 2026.
The Directors believe that, together, these pillars position the Group to
scale with efficiency and speed, be at the forefront of responsible product
and technological innovation within the industry and continue to build global
beauty technology brands with enduring consumer loyalty and sustainable growth
potential.
Further information on The Beauty Tech Group:
Financial information
Consolidated statements of profit or loss and other comprehensive income
£'000 16 month period ended 31 January 2023 11 month period ended 31 December 2023 Year ended Six months ended 30 June 2024 Six months ended 30 June 2025
31 December 2024
Audited Audited Audited Unaudited Unaudited
Revenue 64,557 68,289 101,124 43,518 55,237
Cost of sales (40,907) (34,717) (43,722) (20,629) (21,654)
Gross profit 23,650 33,572 57,402 22,889 33,583
Administrative expenses (22,138) (28,141) (42,463) (17,469) (22,447)
Share-based payment expense (2,188) (1,095) (836) (430) (582)
Exceptional administrative expenses (2,250) (928) (1,545) (789) (1,501)
Other operating income 4 - 23 6 210
Operating (loss)/profit (2,922) 3,408 12,581 4,207 9,263
Share of profit of joint venture 1,131 133 - - -
Fair value gain on remeasurement of joint venture - 4,287 - - -
(Loss)/gain included in fair value on remeasurement of contingent - (1,788) 1,135 - -
consideration
Fair value gain on foreign exchange forward contracts - - 112 (3) (301)
Finance costs (7,357) (6,855) (8,631) (4,164) (3,964)
(Loss)/profit before tax (9,148) (815) 5,197 40 4,998
Tax credit/(charge) on loss 58 (669) (3,447) (824) (2,196)
(Loss)/profit for the period/year (9,090) (1,484) 1,750 (784) 2,802
Foreign exchange losses - (109) (26) (41) 83
Other comprehensive expense, net of tax - (109) (26) (41) 83
Total comprehensive (loss)/profit for the period/year (9,090) (1,593) 1,724 (825) 2,885
Earnings per share
Basic EPS (£15.30) (£2.52) £2.60 (£1.25) £4.36
Consolidated Statement of Financial Position
£'000 31 January 2023 31 December 2023 31 December 2024 30 June
2025
Audited Audited Audited Unaudited
Assets
Non-current assets
Property, plant and equipment 225 628 1,368 2,848
Right-of-use assets 336 1,841 1,822 3,640
Intangible assets 50,986 57,110 53,618 52,867
Investments 700 - - -
Deferred tax assets - - 284 284
Total non-current assets 52,247 59,579 57,092 59,639
Current assets
Inventories 10,219 14,024 17,078 22,653
Trade and other receivables 5,647 5,930 16,749 13,943
Cash and cash equivalents 5,740 12,021 14,528 8,593
Total current assets 21,606 31,975 48,355 45,189
Total assets 73,853 91,554 105,447 104,828
Liabilities and Equity
Current liabilities
Trade and other payables 13,358 13,743 20,947 12,704
Lease liabilities 144 243 297 347
Tax liability 143 1,307 3,955 2,942
Borrowings - 4,874 71 5,000
Provisions - 772 2,155 2,898
Total current liabilities 13,645 20,939 27,425 23,891
Non-current liabilities
Lease liabilities 254 1,745 1,753 3,636
Borrowings 60,898 66,731 72,825 70,480
Contingent consideration 546 3,406 2,620 2,525
Deferred tax liabilities 4,818 4,307 3,838 3,843
Total non-current liabilities 66,516 76,189 81,036 80,484
Total liabilities 80,161 97,128 108,461 104,375
Net liabilities (6,308) (5,574) (3,014) 453
Equity
Share capital 6 7 7 7
Share premium 588 1,819 1,819 1,819
Foreign currency translation reserve - (109) (135) (52)
Share-based payment reserve 2,188 3,283 4,119 4,701
Retained earnings (9,090) (10,574) (8,824) (6,022)
Total deficit (6,308) (5,574) (3,014) 453
Consolidated Statement of Cash Flows
£'000 31 January 2023 31 December 2023 31 December 30 June 2024 30 June 2025
2024
Audited Audited Audited Unaudited Unaudited
Cash flows from operating activities
(Loss)/profit for the period/year (9,090) (1,484) 1,750 (784) 2,802
Adjustments for:
Depreciation of property, plant and equipment 91 133 183 92 118
Amortisation of right of use assets 174 301 335 160 256
Amortisation of intangible assets 3,598 3,158 3,849 1,847 2,195
Impairment loss on goodwill - 1,271 3,600 - -
Share of results of joint venture (1,131) (133) - - -
Fair value gain on remeasurement of joint venture - (4,287) - - -
Loss on disposal of intangible assets 5 - 3 - -
Share-based payment expense 2,188 1,095 836 3 301
Fair value gain on foreign exchange forward contracts - - (112) 430 582
Finance costs 7,357 6,855 8,631 4,164 3,964
Foreign exchange loss/(gain) 157 (291) 408 29 881
Interest paid on borrowings (1,479) (1,190) (2,503) (1,302) (950)
Taxation (58) 669 3,447 824 2,196
1,812 6,097 20,427 5,463 12,345
Increase in inventories (872) (1,016) (3,019) (1,881) (6,008)
(Increase)/decrease in trade and other receivables (4,031) 122 (7,983) (1,093) 1,490
Increase/(decrease) in trade and other payables 6,933 (31) 6,224 (1,619) (8,759)
Increase in provisions - 774 1,381 182 750
Cash generated from operations 3,842 5,946 17,030 1,052 (182)
Taxation paid - (4) (1,552) (193) (3,208)
Net cash flows from operating activities 3,842 5,942 15,478 859 (3,390)
Cash flows from investing activities
Purchases of property, plant and equipment (94) (510) (919) (94) (1,625)
Purchase of intangible assets (1,978) (1,974) (3,952) (1,594) (1,662)
Purchase of subsidiary undertaking, net of cash acquired (29,843) 1,099 - - -
Advances to Directors - - (2,750) (2,750) -
Net cash used in investing activities (31,915) (1,385) (7,621) (4,438) (3,287)
Cash flows from financing activities
Issue of ordinary shares 594 - - - -
Issue of preference shares 15,836 247 - - -
Repayments of lease liabilities (112) (216) (254) (122) (123)
Interest paid on lease liabilities (49) (174) (193) (93) (158)
Drawdown of bank loans 22,244 - 13,540 4,743 25,000
Proceeds from loan notes 10,235 1,606 - - -
Repayment of bank loans (14,778) (33) (18,035) (6,095) (12,838)
Repayment of loan notes - - - - (9,258)
Repayment of preference shares - - - - (1,000)
Net cash flows from/(used in) financing activities 33,970 1,430 (4,942) (1,567) 1,623
Net increase in cash and cash equivalents 5,897 5,987 2,915 (5,146) (5,054)
Cash and cash equivalents at beginning of year - 5,740 12,021 12,021 14,528
Foreign exchange (losses)/gains (157) 294 (408) (29) (881)
Cash and cash equivalents at end of year 5,740 12,021 14,528 6,846 8,593
Alternative performance measures
As the historical financial information set out in section B of Part 6 of the
Registration Document does not provide for coterminous financial period ends
or consistent time periods within each financial year, to assist recipients of
the Registration Document in comparing the Group's historical financial
performance on a coterminous financial period basis, certain alternative
performance measures have been presented in the Registration Document, as set
out below.
£'000 Year ended 31 December 2022 Year ended 31 December 2023 Year ended 31 December 2024 Six-months ended 30 June 2024 Six-months ended 30 June 2025
Unaudited Unaudited Audited Unaudited Unaudited
Revenue 50,834 73,443 101,124 43,518 55,237
EBITDA* 2,286 10,200 18,195 6,303 11,531
Adjusted EBITDA* 4,867 11,500 22,929 7,525 13,915
EBIT* (1,350) 6,851 13,828 4,204 8,962
*Non-IFRS measures which are unaudited
Board information
Elaine O'Donnell, Independent Non-Executive Chair
Elaine is a Chartered Accountant with 20 years' experience as a professional
services executive and she holds a B.A. (Joint Hons) in Accountancy and Law.
Having joined Ernst & Young LLP in 1997, Elaine specialised in Corporate
Finance, Mergers and Acquisitions and was a Partner from 2005 until 2012. In
her executive career she worked with clients across a wide range of market
capitalisations, industry sectors and ownership structures.
Elaine now has a NED portfolio career. She is the Senior Independent Director
and Chair of the Audit and Risk Committee for both On the Beach Group plc and
The Gym Group plc and Non-Executive Director and Chair of the Audit and Risk
Committee for sThree plc. Elaine's previous appointments include Games
Workshop plc, where she held various Non-Executive roles including Chair of
the Board. Elaine was also a Non-Executive Director and Audit Committee Chair
of Studio Retail Group plc and Chair of the Board of Alliance Fund Managers
(AFM), a wholly owned subsidiary of MSIF.
Laurence Newman, Chief Executive Officer
Laurence graduated from Manchester University in Business and began selling
professional aesthetic devices. His previous experience includes Marketing
Manager for Medical Innovations from 2000 - 2005, Director of Newlands
Clinical Trials from 1999 - 2013 and, prior to founding the Group, he was the
Sales and Marketing Director at Dr Newmans Clinic. He has over 25 years'
experience in the health and beauty industry and set up CurrentBody.com after
recognising the growth potential in home use beauty devices.
Sam Glynn, Chief Financial Officer and Chief Operating Officer
Sam joined the Group in 2021 as Chief Financial Officer and Chief Operating
Officer. He is an ICAEW Chartered Accountant and brings over a decade of
retail finance experience. Sam has overseen the financial and operational
strategy of the Group during a period of rapid growth, steering significant
milestones such as the acquisitions of Tria Laser and ZIIP Beauty and the
Group's dual manufacturing strategy.
Simon Cooper, Senior Independent Non-Executive Director
Simon is the founder and former Chief Executive Officer of On the Beach where
he transitioned to Founder-Director-NED in June 2023. Simon led the business
through its IPO in 2015 and its entry into the FTSE 250 in 2018. Simon also
founded On the Piste Ltd in 1996 and sold the business to TUI in 2008. He is
currently the Chair of Nuco Travel (ski and snowboard tour company) and
Fearless Adventures. Simon joined the Group in 2017 to assist with the
development of strategy and internationalisation of the web platform and now
acts as a Non-executive Director.
Seonna Anderson, Independent Non-Executive Director
Seonna has spent the majority of her career at NEXT plc, which she joined as a
Finance Manager in 1997. In 2014, Seonna was appointed as Company Secretary to
NEXT plc and in 2017 was appointed Central Finance Director & Company
Secretary, a role she held until 2023, before returning to the position of
Company Secretary in 2024. During her time at NEXT, the company transformed
significantly, shifting from having a majority of profits generated by retail
stores in 2004 to a majority of profits from UK and International online sales
today.
In her various roles at NEXT, Seonna gained extensive experience in corporate
governance, financial management and listed company reporting. Specifically,
as Central Finance Director & Company Secretary, Seonna was responsible
for a broad portfolio, including Group Accounting, Tax, Pensions, Internal
Audit, Ethical Auditing (Code of Practice), Insurance and Company Secretariat.
Working closely with NEXT's CFO, she was also a leading figure in developing
and maintaining NEXT's robust governance framework and external financial and
narrative reporting.
Seonna has also played a key role in NEXT's capital markets activity and
strategic acquisitions, including NEXT's investment in Reiss and its
acquisition of Joules out of administration. From 2023 to 2024, Seonna served
as Chief Financial Officer of Joules, where she led the post-acquisition
integration of finance and legal functions, helping to restore the brand to
profitability and financial stability.
A Fellow of the Chartered Certified Accountants (FCCA), Seonna holds a BA
(Hons) in Accounting and Finance from the University of Lancaster.
Senior Management
Andrew Showman, Chief Technology Officer
Andrew is Chief Technology Officer and co-founded The Beauty Tech Group in
2009 with Laurence Newman. Andrew led the expansion to over 40 localised
country-specific websites across three brands and has overseen the Group's
technology strategy, international platform development, customer experience
and digital product innovation. Andrew is a successful entrepreneur with over
20 years' e-commerce experience. Andrew graduated from the University of Leeds
in 2002, where he earned a BSc in Mathematics. He founded UK Digital Cameras
in 2002 and grew it into a multimillion-pound business, earning a spot in the
Sunday Times Tech Track 100 in 2007.
IMPORTANT LEGAL INFORMATION
The contents of this announcement, which has been prepared by and is the sole
responsibility of the Company, have been approved by Joh. Berenberg, Gossler
& Co. KG, London Branch ("Berenberg") solely for the purposes of section
21(2)(b) of FSMA.
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance should be placed for
any purposes whatsoever on the information contained in this announcement or
its accuracy, fairness or completeness, including (without limitation) in
connection with any contract or commitment or investment decision whatsoever.
This announcement is not for publication, distribution or release, in whole or
in part, directly or indirectly, in or into the United States of America. This
announcement is not an offer of securities for sale into the United States.
The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and
may not be offered or sold in the United States, except pursuant to an
applicable exemption from the registration requirements under the Securities
Act. No public offering of securities is being made in the United States.
This announcement is not for publication, distribution or release, in whole or
in part, directly or indirectly, in or into Australia, the Republic of South
Africa, Japan, Canada, New Zealand or any other country outside of the United
Kingdom where such distribution may lead to a breach of any legal or
regulatory requirement (each a "Restricted Jurisdiction"). The Shares have not
been, and will not be, registered under the applicable securities laws of (and
clearances have not been, and will not be, obtained from the relevant
securities authorities or commissions of) any Restricted Jurisdiction. There
will be no public offer of the Shares or any other securities in any
Restricted Jurisdiction. The distribution of this announcement in or into (or
to persons or residents in, or citizens of) jurisdictions outside of the
United Kingdom may be restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe, any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the laws of the relevant jurisdiction.
In the member states of the European Economic Area ("EEA"), this announcement
is only addressed to and directed at persons who are qualified investors
within the meaning of the Prospectus Regulation ("Qualified Investors"). The
term "Prospectus Regulation" means either (a) Regulation (EU) 2017/1129 of the
European Parliament and of the Council (as amended) on the prospectus to be
published when securities are offered to the public or admitted to trading on
a regulated market; and repealing Directive 2003/71/EC, or (b) the United
Kingdom's version of Regulation (EU) 2017/1129 of the European Parliament and
of the Council (as amended) on the prospectus to be published when securities
are offered to the public or admitted to trading on a regulated market, which
is part of United Kingdom's law by virtue of the European Union (Withdrawal)
Act 2018, as applicable. In the United Kingdom, this announcement is only
addressed to and directed at Qualified Investors in the United Kingdom who are
reasonably believed by the Company to be persons of a kind described in
Article 19 (Investment Professionals), Article 48 (High Net Worth Individuals)
and Article 49 (High Net Worth Companies, Unincorporated Associations, etc) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended or any other recipient that is a Qualified Investor in the United
Kingdom to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of FSMA) in connection with the sale of any
securities of the Company may otherwise lawfully be communicated or caused to
be communicated (together, "Relevant Persons").
Persons who fall outside these categories in the EEA or the United Kingdom,
respectively, should not rely on or act upon the matters communicated in this
announcement. Any investment activity to which this announcement relates (i)
in the United Kingdom is available only to, and may be engaged in only with,
Relevant Persons, and (ii) in any member state of the EEA is available only
to, and may be engaged only with, Qualified Investors.
This announcement may contain forward-looking statements, which relate, inter
alia, to the Group's proposed strategy, plans and objectives. Forward-looking
statements are sometimes identified by the use of terminology such as (but not
limited to) "believes", "expects", "may", "will", "could", "shall", "risk",
"intends", "estimates", "aims", "plans", "predicts", "continues", "assumes",
"positions" or "anticipates" or the negatives thereof, other variations
thereon or comparable terminology. By its very nature, such forward-looking
information requires the Company to make assumptions that may or may not
materialise. Although the Directors consider that these assumptions are
reasonable, such forward-looking statements may involve known and unknown
risks, uncertainties, assumptions and other important factors beyond the
control of the Company that could cause the actual performance or achievements
of the Group to be materially different from such forward-looking statements.
Past performance is not a reliable indicator of future results and, in
particular, past performance of the Group cannot be relied upon as a guide to
future performance. Forward-looking statements speak only as of the date they
are made. Accordingly, you should not rely on any forward-looking statements
and the Company, Berenberg and Rothschild expressly disclaim any obligation to
disseminate any updates or revisions to such forward-looking statements. No
statement in this announcement is intended as a profit forecast or a profit
estimate and no statement in this announcement should be interpreted to mean
that earnings per share for the current or future financial periods would
necessarily match or exceed historical published earnings per share. As a
result, you are cautioned not to place any undue reliance on such
forward-looking statements. Neither the Company nor anyone else is under any
obligation to update or keep current the information contained in this
announcement.
No representation or warranty, express or implied, is given by or on behalf of
the Company, Berenberg, N.M. Rothschild & Sons Limited ("Rothschild") or
any of their directors, officers, partners, employees, advisers, agents,
affiliates, representatives or any other persons as to the accuracy, fairness,
completeness, verification or sufficiency of the information or opinions
contained in this announcement, that any forward-looking statements will come
to pass or prove to be correct, or for any other statement made or purported
to be made by them, or on their behalf, in connection with the Company, the
Shares or the Transaction and nothing in this announcement will be relied upon
as a promise or representation in this respect, whether as to the past or
future. Save in the case of fraud, no liability is accepted for any errors,
omissions or inaccuracies in any of the information or opinions in this
announcement or for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this announcement or
otherwise in connection with the subject matter of this announcement.
Accordingly, each of the Company, Berenberg and Rothschild and each of their
respective affiliates, branches, associates, subsidiary and parent
undertakings and the subsidiary undertakings of their parent undertakings, and
their respective directors, officers, unlimited partners, agents and
employees, disclaims, to the fullest extent permitted by applicable law, all
and any responsibility or liability, whether arising in tort, contract or
otherwise (save as referred to above), which it might otherwise have in
respect of this announcement or any such statement.
Any subscription for or purchase of Shares in the possible Offer should be
made solely on the basis of information contained in the Prospectus which may
be issued by the Company in connection with the possible Offer. The
information in this announcement is subject to change. Before subscribing for
or purchasing any Shares, persons viewing this announcement should ensure that
they fully understand and accept the risks which will be set out in the
Prospectus, if published. Neither this announcement, nor anything contained in
the Registration Document , shall constitute, or form part of, any offer or
invitation to sell, or any solicitation of any offer to acquire, any Shares or
any other securities, nor shall it (or any part of it), or the fact of its
distribution, form the basis of, or be relied on in connection with, or act as
any inducement to enter into, any contract or commitment whatsoever.
The Company may decide not to go ahead with the possible Offer and there is
therefore no guarantee that a Prospectus will be published, the Offer will be
made or Admission will occur. Potential investors should not base their
financial decision on this announcement. Acquiring investments to which this
announcement relates may expose an investor to a significant risk of losing
all of the amount invested. Persons considering making investments should
consult an authorised person specialising in advising on such investments.
Neither this announcement, nor the Registration Document, constitutes a
recommendation concerning a possible Offer or to subscribe for or purchase
Shares or any other securities. The value of shares can decrease as well as
increase. Potential investors should consult a professional adviser as to the
suitability of a possible Offer for the person concerned. Nothing contained
herein constitutes or should be construed as investment, tax, financial,
accounting or legal advice or a representation that any investment or strategy
is suitable or appropriate to your individual circumstances.
Berenberg is authorised and regulated in Germany by the German Federal
Financial Supervisory Authority and in the United Kingdom is authorised and
regulated by the FCA, firm reference number 959302. Rothschild is authorised
and regulated in the United Kingdom by the FCA. Each of Berenberg and
Rothschild (the "Banks") is acting exclusively for the Company and no one else
in connection with the possible Offer and will not regard any other person
(whether or not a recipient of this announcement) as a client in relation to
the possible Offer and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective clients nor
for giving advice in relation to the possible Offer or any transaction or
arrangement referred to in this announcement. Each of the Banks and their
respective affiliates may have engaged in transactions with, and provided
various investment banking, financial advisory and other services to, the
Company for which they would have received fees. Apart from the
responsibilities and liabilities, if any, that may be imposed on them by FSMA
or the regulatory regime established thereunder, or under the regulatory
regime of any jurisdiction where the exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither of the
Banks accepts any responsibility whatsoever for, and makes no representation
or warranty, express or implied, as to the contents of, this announcement or
for any other statement made or purported to be made by either of the Banks,
or on their respective behalf, in connection with the Company, the Shares or
the possible Offer and nothing in this announcement will be relied upon as a
promise or representation in this respect, whether or not to the past or
future.
Unless otherwise indicated, market, industry and competitive position data are
estimates (and accordingly approximate) and should be treated with caution.
Such information has not been audited or independently verified, nor has the
Group ascertained the underlying economic assumptions relied upon therein.
Certain data in this announcement, including financial, statistical and
operating information has been rounded. As a result of the rounding, the
totals of data presented in this announcement may vary slightly from the
actual arithmetic totals of such data. Percentages in tables have been rounded
and accordingly may not add up to 100%.
For the avoidance of doubt, the contents of the Company's websites, or any
website directly or indirectly linked to the Company's websites, are not
incorporated by reference into, and do not form part of, this announcement.
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