REG - Revolution Beauty Gp - FY25 Trading Update

Revolution BeautyAnnouncement

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RNS Number : 9383V  Revolution Beauty Group PLC  19 August 2025

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

19 August 2025

Revolution Beauty Group Plc

("Revolution Beauty" or the "Company")

FY25 Trading Update

FY25 adjusted EBITDA

As previously announced, the Company expected to report adjusted EBITDA of
between £6.0 million and £6.5 million for the financial year ended 28
February 2025 ("FY25"). This figure included an adjusting item in relation to
stock provision charges for non-strategic stock, with a value of approximately
£10.3 million.

In the interests of agreeing the sign off of its accounts, the Company, has
agreed with its auditors to change the definition of the adjusting item such
that it now relates solely to inventory that was sold, or is expected to be
sold, through outlet channels. As a result of the change in definition, the
value of the adjusting item is now expected to be approximately £8.5 million.
Consequently, FY25 adjusted EBITDA is now expected to be approximately £4.7
million.

The adjusting item is non-cash and non-recurring in nature, owing to a
significant rationalisation of the Company's product portfolio. As part of the
audit process, the Company has concluded that the revised definition is
preferable, given that it requires less judgement to arrive at the estimated
value.

Company Update

As previously announced, the Formal Sale Process continues to progress with
ongoing engagement with a number of parties. The Company also continues to
progress and advance its constructive engagement with its stakeholders,
including in respect of a potential equity raise. Further announcements will
be made as appropriate with audited results for FY25 to be published before
the end of August 2025.

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)161 831 1512
 Ben Robertson / Dominic King / Jordan Warburton

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

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

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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