REG - Revolution Beauty Gp - Withdrawal of GM requisition & Board Updates

Revolution BeautyAnnouncement

19/07/2023 07:00

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RNS Number : 4394G  Revolution Beauty Group PLC  19 July 2023

 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 July 2023

 

 

REVOLUTION BEAUTY GROUP PLC

("Revolution Beauty", the "Group" or the "Company")

 

Withdrawal of general meeting requisition by boohoo Group plc

Board Updates

and

Director Dealings

Revolution Beauty Group plc (AIM: REVB), the multi-channel mass beauty
innovator, announces that the matters described in the announcement published
by the Company and boohoo Group plc ("boohoo") on 18 July 2023 (the
"Settlement Announcement") have now taken place:

·      boohoo has withdrawn its requisition of a general meeting of the
Company under section 303 of the Companies Act 2006;

·      Bob Holt OBE and Derek Zissman have now resigned from the board
of Revolution Beauty (the "Board"), although Bob will remain with the business
as interim CEO until 31 August 2023;

·      Alistair McGeorge, Neil Catto, Rachel Horsefield and Peter
Hallett have been appointed to the Board, with Alistair having been appointed
as executive chairman, Neil having been appointed as a non-independent
non-executive director, and Rachel and Peter having been appointed as
independent non-executive directors.  The information regarding Alistair,
Neil, Rachel and Peter required to be disclosed pursuant to the AIM Rules for
Companies is set out in Appendix 1 to this announcement;

·      Elizabeth Lake remains as CFO and remains on the Board as a
director;

·      Jeremy Schwartz, Rachel Maguire and Matthew Eatough remain on the
Board as independent non-executive directors;

·      Bob Holt and Elizabeth Lake have exercised the options described
in the Settlement Announcement and boohoo has acquired a number of the shares
allotted pursuant to such options sufficient to cover the tax payable by Bob
Holt and Elizabeth Lake on the exercise of the options.  Further details
regarding the option exercise and the sale of shares is set out below; and

·      the settlement agreement entered into between Bob Holt and the
Company has come into effect, although (as above) Bob will remain with the
business as interim CEO until 31 August 2023.

The Board will now continue to work with Revolution Beauty's auditors towards
the completion of the audit of the FY23 Accounts, which work is expected to be
completed by the end of August 2023.  Following completion of the audit,
Revolution Beauty will convene an annual general meeting, expected to be held
in late September or early October 2023.

Exercise of options and sale of shares

Further to the Settlement Announcement, Bob Holt and Elizabeth Lake have,
respectively, exercised nominal cost options over 5,684,210 and 2,842,105
ordinary shares of £0.01 in the capital of the Company ("Ordinary Shares").

As previously announced in the Settlement Announcement, application has been
made for the 8,526,315 Ordinary Shares issued as a result of the exercise by
Bob Holt and Elizabeth Lake of their options to be admitted to trading on AIM.
It is expected that admission will take place at 8:00 a.m. today.  Upon
admission, the total number of Ordinary Shares and voting rights in the
Company will be 318,263,565, with no Ordinary Shares held in treasury. This
figure may be used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or
a change to their interest in, the share capital of the Company under the
FCA's Disclosure Guidance and Transparency Rules sourcebook.

In addition, Bob Holt and Elizabeth Lake have, respectively, sold 2,557,895
and 1,335,789 Ordinary Shares to boohoo at a price of 32.625 pence per
Ordinary Share (being the closing middle market quotation of a Revolution
Beauty share derived from the AIM Appendix to the London Stock Exchange Daily
Official List on 18 July 2023, as quoted by Bloomberg), in order to cover the
tax payable by them on the exercise of their options.

Appendix 2 to this announcement contains the notifications required by MAR in
relation to the option exercise and sale by Bob Holt and Elizabeth Lake.

Further announcements will be made as appropriate.

For further information please contact:

 Investor Relations                                               Investor.Relations@revolutionbeautyplc.com

 Elizabeth Lake
 Joint Corporate Brokers

 Zeus (NOMAD): Nick Cowles /Jamie Peel /Jordan Warburton          Tel: +44 (0) 161 831 1512

 Liberum: Clayton Bush / Edward Thomas / Miquela Bezuidenhoudt    Tel: +44 (0) 203 100 2222
 Media enquiries                                                  Tel: +44 (0)20 3805 4822

 Headland Consultancy                                             Revolutionbeauty@headlandconsultancy.com

 Matt Denham / Will Smith / Antonia Pollock

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Elizabeth Lake, the Chief Financial Officer of the
Company.

 

Appendix 1

Information on new directors required by AIM Rules for Companies

Alistair, Neil, Rachel, and Peter currently hold no shares in the Company.

The following information regarding the appointment of Alistair Kenneth
McGeorge, aged 64, is disclosed under Schedule Two, paragraph (g) (i)-(viii)
of the AIM Rules for Companies:

Current directorships and partnerships:

boohoo Group plc

East Imperial plc

OFS (DS) Holdings Limited

Retail Trust

H.Littlewood (Scotland) Limited

In addition, Alistair has held the following directorships in the past five
years:

Finesse Golf LLP

Ellestone Apparel LLP

Top Gun Realisations Limited

New Look Retailers Limited

Top Gun Realisations 76 Limited

Top Gun Realisations 90 Limited

Top Gun Realisations 73 plc

Top Gun Realisations 74 plc

Top Gun Realisations 101 Limited

Top Gun Realisations 102 Limited

Top Gun Realisations 203 plc

New Look Limited

Alistair was a director of Top Gun Realisations 73 plc, Top Gun Realisations
74 plc, Top Gun Realisations 101 Limited and Top Gun Realisations 102 Limited
when they entered creditors' voluntary liquidations in August 2019. Top Gun
Realisations 73 plc and Top Gun Realisations 74 plc were dissolved in
September 2020, with a shortfall to creditors of £184.6m and £308.9m,
respectively. He was also a director of Top Gun Realisations Limited when it
entered administration in May 2019, and that company was dissolved in
September 2020 with £580m owed to creditors via a guarantor arrangement.

Alistair was a director of New Look Retailers Limited when it entered into a
company voluntary arrangement in March 2018. This was completed and terminated
in September 2020, with no payments to creditors. A second company voluntary
arrangement, which remains ongoing, was launched in September 2020, which was
within 12 months of Alistair's resignation as a director.

The following information regarding the appointment of Neil James Catto, aged
56, is disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules
for Companies:

Current directorships and partnerships:

tinyBuild Inc.

In addition, Neil has held the following directorships in the past five years:

Boohoo.com UK Limited

Boohoo.com USA Limited

Boohoo.com Australia PTY

Boohoo France SAS

Boohoo.com UK Limited Liaison Office Turkey

Boohoo.com Italy SRL

Boohoo Property Holdings 2 Limited

Boohoo Holdings Limited

Boo Who Limited

Boohooman.com UK Limited

Boohoo.com Germany GmbH

boohoo Group plc

Debenhams Brands Limited

Debenhams Holdings Limited

Nasty Gal Limited

NastyGal.com USA Inc

Prettylittlething.com Limited

Prettylittlething.com Limited USA Inc

Miss Pap UK Limited

Coastlondon.com Limited

Karenmillen.com Limited

Oasis Fashions Online Limited

Dorothy Perkins Online Limited

Burton Online Limited

Redherring.com Online Limited

Principles.com Online Limited

Maine.com Online Limited

Mantaray.com Online Limited

PGBH Limited

Pancorp1 Limited

Shanghai Wasabi Frog Trading Co Limited

Faith.com Online Limited

Wallis Online Limited

21Three Clothing Company Limited

Warehouse Fashions Online Limited

The following information regarding the appointment of Rachel May Horsefield,
aged 35, is disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM
Rules for Companies:

Current directorships and partnerships:

RMH Group Ltd

Petbuddy Group AB

In addition, Rachel has held the following directorships in the past five
years:

THG plc

The following information regarding the appointment of Peter John Hallett,
aged 65, is disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM
Rules for Companies:

Current directorships and partnerships:

Altitude Group plc

Paradigm Global Services (UK) Limited

In addition, Peter has held the following directorships in the past five
years:

Paradigm Global (Holdings) Limited

Hylo Athletics Limited

There is no further information to be disclosed pursuant to Schedule 2(g) of
the AIM Rules for Companies.

 

Appendix 2

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Bob Holt
 2    Reason for the notification
 a)   Position/status                                              Chief Executive Officer
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Revolution Beauty Group plc
 b)   LEI                                                          21380083TTJWXK677H17
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary shares of £0.01

      Identification code

                                                                   ISIN: GB00BP7L1T61
 b)   Nature of the transaction                                    Exercise of options under the Revolution Beauty Long Term Incentive Plan
 c)   Price(s) and volume(s)                                        Price(s)         Volume(s)
                                                                   £0.01 per share   5,684,210
 d)   Aggregated information                                       N/A - single transaction

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      18 July 2023
 f)   Place of the transaction                                     Outside of trading venue

d)

Aggregated information

- Aggregated volume

- Price

N/A - single transaction

e)

Date of the transaction

18 July 2023

f)

Place of the transaction

Outside of trading venue

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Bob Holt
 2    Reason for the notification
 a)   Position/status                                              Chief Executive Officer
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Revolution Beauty Group plc
 b)   LEI                                                          21380083TTJWXK677H17
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary shares of £0.01

      Identification code

                                                                   ISIN: GB00BP7L1T61
 b)   Nature of the transaction                                    Sale of Ordinary Shares received pursuant to Revolution Beauty Long Term
                                                                   Incentive Plan
 c)   Price(s) and volume(s)                                        Price(s)     Volume(s)
                                                                   32.625 pence  2,557,895
 d)   Aggregated information                                       N/A - single transaction

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      18 July 2023
 f)   Place of the transaction                                     Outside of trading venue

d)

Aggregated information

- Aggregated volume

- Price

N/A - single transaction

e)

Date of the transaction

18 July 2023

f)

Place of the transaction

Outside of trading venue

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Elizabeth Lake
 2    Reason for the notification
 a)   Position/status                                              Chief Financial Officer
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Revolution Beauty Group plc
 b)   LEI                                                          21380083TTJWXK677H17
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary shares of £0.01

      Identification code

                                                                   ISIN: GB00BP7L1T61
 b)   Nature of the transaction                                    Exercise of options under the Revolution Beauty Long Term Incentive Plan
 c)   Price(s) and volume(s)                                        Price(s)         Volume(s)
                                                                   £0.01 per share   2,842,105
 d)   Aggregated information                                       N/A - single transaction

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      18 July 2023
 f)   Place of the transaction                                     Outside of trading venue

d)

Aggregated information

- Aggregated volume

- Price

N/A - single transaction

e)

Date of the transaction

18 July 2023

f)

Place of the transaction

Outside of trading venue

 

 

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Elizabeth Lake
 2    Reason for the notification
 a)   Position/status                                              Chief Financial Officer
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Revolution Beauty Group plc
 b)   LEI                                                          21380083TTJWXK677H17
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary shares of £0.01

      Identification code

                                                                   ISIN: GB00BP7L1T61
 b)   Nature of the transaction                                    Sale of Ordinary Shares received pursuant to Revolution Beauty Long Term
                                                                   Incentive Plan
 c)   Price(s) and volume(s)                                        Price(s)     Volume(s)
                                                                   32.625 pence  1,335,789
 d)   Aggregated information                                       N/A - single transaction

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      18 July 2023
 f)   Place of the transaction                                     Outside of trading venue

d)

Aggregated information

- Aggregated volume

- Price

N/A - single transaction

e)

Date of the transaction

18 July 2023

f)

Place of the transaction

Outside of trading venue

 

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