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REG - Revolution Beauty Gp - Circular Publication, Notice of GM & Board Update

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RNS Number : 5169W  Revolution Beauty Group PLC  26 August 2025

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, AUSTRALIA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

26 August 2025

Revolution Beauty Group plc

 

("Revolution Beauty" or the "Company")

 

 

Publication of Circular and Notice of General Meeting

 

Board Update

Publication of Circular and Notice of General Meeting

Further to the announcement made by the Company at 7.02 a.m. on 22 August
regarding the Fundraise and the subsequent announcements made on 22 August and
earlier today giving the results of the Placing and Subscription and the
Retail Offer respectively, Revolution Beauty announces that the shareholder
circular (the "Circular") providing further details of the Fundraise and
containing a notice of General Meeting has today been published and is
available to view on the Company's website at
https://revolutionbeautyplc.com/. The Circular is also being posted to the
Company's Shareholders today.

The Fundraise is conditional, inter alia, on Admission and the passing of the
Resolutions by Shareholders at the General Meeting, which is to be held at the
offices of Macfarlanes LLP at 20 Cursitor Street, London, EC4A 1LT at 10.00
a.m. on 11 September 2025.  As the Company's existing share allotment
authorities are insufficient to allow the Fundraise to proceed, if either of
the Resolutions is not passed, none of the Placing, Subscription or Retail
Offer will proceed and the proposed strategic reset of Revolution Beauty's
business will not be pursued.

Each of Debenhams, Tom Allsworth and Adam Minto have irrevocably undertaken to
vote in favour of the Resolutions in respect of their own beneficial
shareholdings representing, in aggregate, approximately 57.60% of the Existing
Ordinary Shares.

Board Update

The Company is pleased to announce the return of Tom Allsworth to the business
as Chief Executive Officer (CEO) to lead a revised and rebalanced business
plan to set a clear path back to growth and long-term value creation.  Colin
Henry today stood down as interim CEO with immediate effect but will remain
available to management during his six-month notice period.

Further information in accordance with Rule 17 and Schedule Two paragraph (g)
of the AIM Rules for Companies (the "AIM Rules") is set out below.

Capitalised terms not otherwise defined in this announcement shall have the
meaning given to them in the Circular.

For further information please contact:

 Revolution Beauty Group plc
 Iain McDonald (Non-executive Chair) / Neil Catto (CFO)                    +44 (0)20 3805 4822 (Via Headland Consultancy)

 Panmure Liberum Limited (NOMAD, Joint Bookrunner, and Joint Broker)       +44 (0)20 3100 2222
 Bidhi Bhoma / Dru Danford / Edward Thomas / John More

 Zeus Capital (Joint Bookrunner and Joint Broker)                          +44 (0)161 831 1512
 Ben Robertson / Dominic King / Jordan Warburton
 Headland Consultancy (Public Relations)                                   +44 (0)20 3805 4822
 Matt Denham / Antonia Pollock

AIM Rules: Schedule Two paragraph (g) disclosures

The following additional information is provided with regards to the
appointment of Thomas Donald Allsworth, aged 59, in accordance with AIM Rule
17 and Schedule Two paragraph (g) of the AIM Rules.

Shareholding in the Company

Tom holds 48,838,993 ordinary shares in the Company. Tom has conditionally
subscribed for 76,433,800 additional ordinary shares pursuant to the
Subscription.

Current directorships and partnerships:

NRH 1 Ltd

TMH 50 Ltd

North Road Holdings Ltd

Allsworth Family Investments Limited

Medichem Properties (Walbrook West) Ltd

Elliot Park School Limited

Medichem Properties Ltd

Green Patch Developments Limited

Revolution Beauty Poland Spółka Z Ograniczoną Odpowiedzialnością

Past directorships and partnerships held within the last 5 years:

Medichem Properties (Walbrook Business Park) Ltd

TMH 70 Ltd

Influencer Overnight Limited

Revolution Beauty Nominees Ltd

Revolution Beauty Limited

Revolution Beauty QB Limited

Revolution Beauty Holdings Ltd

TMH30 Development Limited

Revolution Beauty UK Holdco Limited

Revolution Beauty Group Plc

Revolution Beauty Cosmetics Ltd

Revolution Beauty Germany GmbH

Revolution Beauty New Zealand Limited

Revolution Beauty Inc.

Tom Allsworth was a director of Medichem Manufacturing (International) Limited
when it went into administration on 27 May 2016 with an estimated deficit to
creditors of £4,045,356. The company was dissolved on 11 September 2018.

Tom Allsworth was a director of DGJ Hair Clinic Limited when it went into
administration on 24 February 2011 with an estimated surplus to creditors of
£737. The company was dissolved on 16 October 2016.

No further disclosures are required in accordance with Rule 17 or Schedule 2
paragraph (g) of the AIM Rules.

 

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