REG - Revolution Beauty Gp - Result of Placing and Subscription

Revolution BeautyAnnouncement

22/08/2025 08:15

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RNS Number : 4225W  Revolution Beauty Group PLC  22 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. PLEASE SEE THE IMPORTANT
NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
REVOLUTION BEAUTY GROUP PLC IN ANY JURISDICTION IN WHICH SUCH INVITATION,
SOLICITATION, RECOMMENDATION, OFFER, SUBSCRIPTION OR ADVICE WOULD BE UNLAWFUL
UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT
AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE
UNITED STATES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
(EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY
VIRTUE OF THE EU (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN
MAR), AS PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS
ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION
RELATING TO THE COMPANY AND ITS SECURITIES.

CAPITALISED TERMS USED IN THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") HAVE THE
MEANINGS GIVEN TO THEM IN THE LAUNCH ANNOUNCEMENT (AS DEFINED BELOW), UNLESS
THE CONTEXT PROVIDES OTHERWISE.

22 August 2025

Revolution Beauty Group plc

("Revolution Beauty" or the "Company")

Result of Placing and Subscription

Revolution Beauty, the multi-channel mass beauty brand, is pleased to announce
that, further to the announcement made earlier today (the "Launch
Announcement") regarding the launch of the proposed Placing and Subscription,
it has successfully raised £15 million (before fees and expenses), in
aggregate, via the placing of 345,132,401 new ordinary shares of one penny
(the "Ordinary Shares") by way of the Placing and 154,867,599 new Ordinary
Shares by way of the Subscription, in each case at the Issue Price.

The Placing Shares and Subscription Shares represent 156.50% of the issued
ordinary share capital of the Company prior to the Placing and Subscription.

Panmure Liberum Limited ("Panmure Liberum") is acting as nominated adviser,
joint broker and joint bookrunner, alongside Zeus Capital Limited ("Zeus
Capital") which is also acting as joint broker and joint bookrunner (together,
the "Joint Bookrunners") in connection with the Placing and Subscription.

Retail Offer

As announced earlier today, the Company will also launch a Retail Offer
through the BookBuild Platform to raise gross proceeds of up to £1.5 million
(before fees and expenses). The Retail Offer provides existing retail
Shareholders in the United Kingdom with an opportunity to participate in the
Fundraise at the same issue price as the Placing and Subscription.

Related Party Transactions

As set out below, each of Iain McDonald and Neil Catto have agreed to
subscribe for a total of 1,999,999 Subscription Shares pursuant to the
Subscription. The relevant Directors will be treated as a "related party", and
their participation in the Subscription as a "related party transaction", for
the purposes of Rule 13 of the AIM Rules.

Each of Debenhams, Tom Allsworth and Adam Minto is a substantial shareholder
(as defined under the AIM Rules) in the Company, and they have agreed to
subscribe for a total of 298,836,934 Fundraise Shares pursuant to the Placing
(in the case of Debenhams) or the Subscription (in the case of Tom Allsworth
and Adam Minto).  Each of Debenhams, Tom Allsworth and Adam Minto will,
therefore, also be treated as a "related party", and their participation in
the Fundraise as a "related party transaction", for the purposes of Rule 13 of
the AIM Rules.

The independent Directors for the purposes of the Fundraise (being Colin
Henry, Chris Fry and Rachel Horsefield) consider, having consulted with
Panmure Liberum, the Company's nominated adviser for the purposes of the AIM
Rules, that the participation in the Fundraise by (i) each of Iain McDonald
and Neil Catto and (ii) Debenhams, Tom Allsworth and Adam Minto is fair and
reasonable insofar as Shareholders are concerned.

The individual subscriptions for the participating Directors, and their
holdings of Ordinary Shares on Admission, are set out below:

 Director       Existing shareholding (Number of Ordinary Shares)  Number of new Ordinary Shares acquired  Shareholding on Admission (Number of Ordinary Shares)  % of the Enlarged Share Capital on Admission*
 Iain McDonald  -                                                  1,666,666                               1,666,666                                              0.20
 Neil Catto     -                                                  333,333                                 333,333                                                0.04

Note: *assuming that no Retail Offer Shares are issued and that there are no
changes to the Existing Share Capital between the date of this Announcement
and Admission, other than the issue of the Placing Shares and the Subscription
Shares

Notice of General Meeting

The Circular containing further details of the Placing, the Subscription and
the Retail Offer and the Notice of General Meeting to be held the offices of
Macfarlanes LLP at 20 Cursitor Street, London EC4A 1LT at 10 a.m. on 11
September 2025 is expected to be despatched to Shareholders on or around 26
August 2025 and will thereafter be available on the Company's website
www.revolutionbeautyplc.com.

Admission

Application will be made to London Stock Exchange plc for the Fundraise Shares
to be admitted to trading on AIM ("Admission"). It is expected that Admission
will become effective and that dealings in the Fundraise Shares will commence
at 8.00 a.m. on 15 September 2025, subject to the Resolutions being passed at
the General Meeting.

The Fundraise Shares will, when issued, be credited as fully paid and will be
issued subject to the Company's articles of association and will rank pari
passu in all respects with the existing issued Ordinary Shares.

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

For further information:

 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)203 805 4885
 Matt Denham / Antonia Pollock

IMPORTANT NOTICES

This Announcement may contain "forward-looking statements" with respect to
certain of the Company's plans and its current goals and expectations relating
to its future financial condition, performance, strategic initiatives,
objectives and results.  These forward-looking statements can be identified
by the use of forward-looking terminology, including the terms "believes",
"estimates", "forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each case, their
negative or other variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions.  These
forward-looking statements include all matters that are not historical
facts.  They appear in a number of places throughout this Announcement and
include statements regarding the Company's and the Directors' intentions,
beliefs or current expectations concerning, amongst other things, the
Company's prospects, growth and strategy.  By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance.  The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement.  In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods.  Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor the Joint Bookrunner's nor any of their respective associates, directors,
officers or advisers undertakes any obligation to update such statements.
Comparisons of results for current and any prior periods are not intended to
express any future trends or indications of future performance, unless
expressed as such, and should only be viewed as historical data.

Panmure Liberum is authorised and regulated by the Financial Conduct Authority
(the "FCA") in the United Kingdom and is acting exclusively as nominated
adviser, joint broker and joint bookrunner for the Company and no one else in
connection with the Placing or any other matters referred to in this
Announcement, and Panmure Liberum will not be responsible to anyone (including
any Placees) other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Placing or any other
matters referred to in this Announcement.

Zeus Capital, which is authorised and regulated in the United Kingdom by the
FCA, is acting as joint broker and joint bookrunner exclusively for the
Company and no one else in connection with the Placing and the contents of
this Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as its client in relation to the Placing nor
will it be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
contents of this Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on Zeus Capital by FSMA or the
regulatory regime established thereunder, Zeus Capital accepts no
responsibility whatsoever, and makes no representation or warranty, express or
implied, as to the contents of this Announcement including its accuracy,
completeness or verification or for any other statement made or purported to
be made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this Announcement, whether as
to the past or the future. Zeus Capital accordingly disclaims all and any
liability whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the contents
of this Announcement or any such statement.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Joint Bookrunners or by any of its affiliates or agents as to, or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares.  Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.

The new Ordinary Shares to be issued pursuant to the Fundraise will not be
admitted to trading on any stock exchange other than AIM.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

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