REG - Revolution Beauty Gp - Result of Retail Offer to existing shareholders

Revolution BeautyAnnouncement

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RNS Number : 5168W  Revolution Beauty Group PLC  26 August 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

CAPITALISED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN
TO THEM IN THE COMPANY'S ANNOUNCEMENT RELEASED AT 7.02 A.M. ON 22AUGUST 2025.

 

26 August 2025

Revolution Beauty Group Plc

 

("Revolution Beauty" or the 'Company')

Result of Retail Offer to existing shareholders

 

The Board of Revolution Beauty is pleased to announce that the Retail Offer
launched on 22 August 2025 has been oversubscribed and has conditionally
raised £1.5 million in aggregate through the conditional subscription for
50,000,000 Retail Offer Shares at an issue price of 3.00 pence per share.

 

Accordingly, the Company has conditionally raised gross proceeds of
approximately £16.5 million in aggregate by way of the Fundraise.

 

 

Admission

The Retail Offer is conditional on, amongst other things, the Resolutions
being duly passed by Shareholders at the General Meeting to be held at 10 a.m.
on 11 September 2025, and is expected to complete at 8.00 a.m. on 15 September
2025, being the expected time and date of Admission.

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

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

Important Notices

The content of this announcement has been prepared by and is the sole
responsibility of the Company.

The Retail Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold, directly or indirectly, in or into the United States or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The Retail Offer Shares are
being offered and sold outside the United States in "offshore transactions",
as defined in, and in compliance with, Regulation S under the US Securities
Act.

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

Panmure Liberum Limited ("Panmure Liberum") is authorised and regulated in
the United Kingdom by the FCA, is acting for the Company and for no-one else
and will not regard any other person (whether or not a recipient of this
announcement) as its client in relation to the Retail Offer and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice in connection with the
Retail Offer, Admission and the other arrangements referred to in this
announcement.

Zeus Capital Limited ("Zeus") is authorised and regulated in the United
Kingdom by the FCA, is acting for the Company and for no-one else and will
not regard any other person (whether or not a recipient of this announcement)
as its client in relation to the Retail Offer and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the Retail Offer,
Admission and the other arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency movements. When you
sell your investment, you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results.

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. Each
of the Company and Joint Bookrunners expressly disclaims any obligation or
undertaking to update or revise any forward-looking statements contained
herein to reflect actual results or any change in the assumptions, conditions
or circumstances on which any such statements are based unless required to do
so by the AIM Rules, UK MAR, the FCA, the London Stock Exchange plc or
applicable law.

The information in this announcement is for background purposes only and does
not purport to be full or complete. Neither of the Joint Bookrunners  nor any
of their respective affiliates, accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or implied,
as to this announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to the Company or
associated companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss howsoever arising
from any use of the announcement or its contents or otherwise arising in
connection therewith. The Joint Bookrunners and their respective affiliates,
accordingly disclaim all and any liability whether arising in tort, contract
or otherwise which they might otherwise be found to have in respect of this
announcement or its contents or otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued pursuant to the Retail Offer will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

 

 

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