REG - Revolution Beauty Gp - Form 8 (OPD) - Revolution Beauty Group plc

Revolution BeautyAnnouncement

04/06/2025 17:30

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RNS Number : 4915L  Revolution Beauty Group PLC  04 June 2025

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     Revolution Beauty Group plc
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Revolution Beauty Group plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                Offeree
 (e) Date position held:                                                         3 June 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          Ordinary shares of £0.01 each (ISIN: GB00BP7L1T61)

                                                                      Interests                     Short positions

                                                                      Number         %              Number         %
 (1) Relevant securities owned and/or controlled:                     Nil            Nil            Nil            Nil
 (2) Cash-settled derivatives:                                        Nil            Nil            Nil            Nil

 (3) Stock-settled derivatives (including options) and agreements to  Nil            Nil            Nil            Nil
 purchase/sell:
                                                                      Nil            Nil            Nil            Nil

      TOTAL:

 

All interests and all short positions should be
disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   None
 Details, including nature of the rights concerned and relevant percentages:  None

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 (A) Directors' interests in ordinary shares of £0.01 each in the capital of
 Revolution Beauty Group plc

Class of relevant security:  Ordinary shares of £0.01 each (ISIN: ISIN: GB00BP7L1T61)
 Name                         Number                         %
 Iain McDonald*               614,754                        0.19

 

 * Held via Belerion 3 LP.  The shares held by Belerion 3 LP are in the
 process of being distributed to the underlying investors in that entity (which
 do not include Iain McDonald), following which Belerion 3 LP will be wound
 up.  This interest is also being disclosed by boohoo Group plc in its
 disclosure under Rule 8.3 of the Takeover Code.

 

* Held via Belerion 3 LP.  The shares held by Belerion 3 LP are in the
process of being distributed to the underlying investors in that entity (which
do not include Iain McDonald), following which Belerion 3 LP will be wound
up.  This interest is also being disclosed by boohoo Group plc in its
disclosure under Rule 8.3 of the Takeover Code.

 

 (B) Directors' options over ordinary shares of £0.01 each in the capital of
 Revolution Beauty Group plc granted under the company's share schemes

Name                         Share scheme                                          Date of grant     Vesting date      Expiry date       Exercise price  Number
 Neil Catto                   Revolution Beauty Group plc Long Term Incentive Plan  19 February 2024  23 February 2024  19 February 2034  £0.27           750,000

                19 February 2024                                                        23 February 2025  19 February 2034  £0.27           750,000
                19 February 2024                                                        23 February 2026  19 February 2034  £0.27           750,000
                19 February 2024                                                        23 February 2027  19 February 2034  £0.27           750,000

 

 

 (C) Interests in ordinary shares of £0.01 each in the capital of Revolution
 Beauty Group plc held by connected advisers

Class of relevant security:  Ordinary shares of £0.01 each (ISIN: ISIN: GB00BP7L1T61)
 Name                         Number                         %
 Zeus Capital Limited         110,000                        0.03
 Richard Hughes*              442,813                        0.14

*Richard Hughes is the controller of Zeus Capital Limited

Name                         Type of interest                                    Date of grant  Expiry date   Exercise price  Number
 Zeus Capital Limited         Warrants over newly issued shares (on a 1:1 basis)  13 July 2021   19 July 2031  160p            9,281,250

 

*Richard Hughes is the controller of Zeus Capital Limited

 Name                         Type of interest                                    Date of grant  Expiry date   Exercise price  Number
 Zeus Capital Limited         Warrants over newly issued shares (on a 1:1 basis)  13 July 2021   19 July 2031  160p            9,281,250

 

 

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

None ( )

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

None

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"
 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  No
 Supplemental Form 8 (SBL)             No

 

 

 Date of disclosure:  4 June 2025
 Contact name:        Neil Catto
 Telephone number:    +44 (0)330 111 0032

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

 

 

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