REG - Revolution Beauty Gp Frasers Group PLC - Statement re Possible Offer

Revolution BeautyAnnouncement

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RNS Number : 9026L  Revolution Beauty Group PLC  09 June 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER
MIGHT BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS
DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF
MAR.

FOR IMMEDIATE RELEASE

 

9 June 2025

Revolution Beauty Group Plc

("Revolution Beauty" or the "Company")

Statement regarding possible offer

Revolution Beauty notes the recent press speculation regarding the interest of
Frasers Group plc ("Frasers") in Revolution Beauty and confirms that Frasers
is one of a number of parties conducting due diligence as part of the Formal
Sale Process announced on 21 May 2025. There can be no certainty that Frasers'
interest will result in a firm offer for the Company.

Further updates will be provided if and when appropriate.  Shareholders are
advised to take no action at this time.

The person responsible for arranging this announcement on behalf of the
Company is Neil Catto, Chief Financial Officer.

For further information, please contact:

 Revolution Beauty Group Plc
 Colin Henry (Interim CEO) / Neil Catto (CFO)                                        +44 (0)20 3805 4822 (Via Headland Consultancy)

 Panmure Liberum Limited (Sole Financial Adviser, NOMAD and Joint Broker, Sole       +44 (0)20 3100 2222
 Rule 3 Adviser)
 Investment Banking: Bidhi Bhoma / Dru Danford / Edward Thomas / John More

 M&A: Tim Medak

 Zeus Capital                                                                        +44 (0)20 3100 2222
 Dominic King / Jordan Warburton

 Headland Consultancy (Public Relations)                                             +44 (0)20 3805 4822
 Matt Denham / Antonia Pollock

Notice related to financial advisers

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Revolution Beauty and for no one else in connection with the
subject matter of this announcement and will not be responsible to anyone
other than Revolution Beauty for providing the protections afforded to its
clients or for providing advice in connection with the subject matter of this
announcement.

Zeus Capital Limited, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for Revolution
Beauty and for no one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than Revolution
Beauty for providing the protections afforded to its clients or for providing
advice in connection with the subject matter of this announcement.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the relevant dealing.

 If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an interest
in relevant securities of an offeree company or a securities exchange offeror,
they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Website publication

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) on the Company's website at https://Revolution
Beautyplc.com/regulatory-news/ promptly and by no later than 12 noon (London
time) on the business day following the date of this announcement.  The
content of this website is not incorporated in, and does not form part of,
this announcement.

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