REG - Revolution Beauty Gp - Funding Options, Possible Offer & Sale Process

Revolution BeautyAnnouncement

21/05/2025 07:00

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RNS Number : 4945J  Revolution Beauty Group PLC  21 May 2025

THIS IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE
2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") AND THERE
CAN BE NO CERTAINTY THAT AN 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

21 May 2025

Revolution Beauty Group Plc

("Revolution Beauty" or the "Company")

UPDATE ON REVIEW OF FUNDING OPTIONS, POSSIBLE OFFER, BOARD CHANGE AND
ANNOUNCEMENT OF FORMAL SALE PROCESS

The Company announced on 13 May 2025 that it was reviewing its funding
structure and in light of this is exploring discussions in respect of support
for an equity raise from its key shareholders.

The board of the Company (the "Board") can now additionally confirm that it
has received a preliminary approach regarding a possible offer for the entire
issued and to be issued share capital of the Company.

Against this background and to widen its strategic options, the Board has now
unanimously concluded that it would also be appropriate to investigate the
sale of the Company and therefore has decided to commence a "Formal Sale
Process" for the Company (as referred to in Note 2 on Rule 2.6 of the Takeover
Code) (the "Formal Sale Process").

The party who made the approach has agreed to participate in the Formal Sale
Process.

Board Change

 

In order to support the Formal Sale Process, Revolution Beauty also announces
that Iain McDonald will, pending completion of the required due diligence by
Panmure Liberum as the Company's NOMAD, be appointed as Non-Executive Chair
and that Alistair McGeorge is standing down from the Board. The Board thanks
Alistair for his significant contribution to the Company since his appointment
in July 2023.

 

Iain has significant PLC experience as a Non-Executive Director, including in
takeover situations, and is considered by the Board to have the right skills
to oversee the immediate strategic steps of the Company, including the Formal
Sale Process. Iain is the founder of Belerion Capital, an investor and
investment advisor in technology and e-commerce companies. He is currently a
Non-Executive Director of Debenhams Group, Non-Executive Chairman of Team
Internet Group PLC and Executive Chairman of Selkirk PLC and was previously a
Non-Executive Director of THG PLC.

 

Formal Sale Process

 

The Takeover Panel has agreed that any discussions with the party referred to
above and other parties interested in making an offer for the Company may take
place within the context of the Formal Sale Process, to enable such
discussions to take place on a confidential basis. The Takeover Panel has
granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and
2.6(a) of the Takeover Code, such that any party participating in the Formal
Sale Process will not be required to be publicly identified as a result of
this announcement and will not be subject to the 28 day deadline referred to
in Rule 2.6(a) of the Takeover Code for so long as it is participating in the
Formal Sale Process. Interested parties should note Rule 21.2 of the Takeover
Code, which will prohibit any form of inducement fee or other offer-related
arrangement, and that the Company, although it may do so in the future, has
not at this stage requested any dispensation from this prohibition under Note
2 of Rule 21.2.

 

As part of the Formal Sale Process, the Board invites expressions of interest
from parties regarding a potential offer for the entire issued and to be
issued ordinary share capital of the Company. The Formal Sale Process is
being managed by Panmure Liberum, who are also advising the Board in respect
of their obligations under the Takeover Code. Parties interested in submitting
a proposal should contact Panmure Liberum using the contact details below.

 

It is currently expected that any party interested in submitting a proposal
for consideration in connection with the Formal Sale Process will, at the
appropriate time, enter into a non-disclosure and standstill arrangement with
the Company on terms satisfactory to the Board and on the same terms, in all
material respects, as other interested parties before being permitted to
participate in the Formal Sale Process. The Company then intends to provide
such interested parties with certain information on its business, following
which interested parties will be invited to submit their proposals. The
Company expects interested parties to submit expressions of interest by 11
June 2025.

 

The Board reserves the right to alter any aspect of the Formal Sale Process
outlined above or to terminate the Formal Sale Process at any time, and in
such cases will make an announcement as appropriate. The Board also reserves
the right to reject any approach or terminate discussions with any interested
party at any time.

 

Shareholders are advised that this announcement does not represent a firm
intention by any person to make an offer under Rule 2.7 of the Takeover Code
and there can be no certainty that any offers will be made as a result of the
Formal Sale Process, that any sale will be concluded, nor as to the terms on
which any offer may be made. Shareholders are advised to take no action at
this time.

 

As a consequence of this announcement, an 'offer period' has now commenced in
respect of the Company in accordance with the Takeover Code, and the attention
of shareholders is drawn to the disclosure requirements of Rule 8 of the
Takeover Code, which are summarised below in "Disclosure Requirements of the
Takeover Code".

 

Further announcements will be made as appropriate.

 

For further information, please contact:

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

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

 M&A: Tim Medak

 Zeus (Joint Broker)                                                                 +44 (0)161 831 1512
 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://revolutionbeautyplc.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.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Revolution Beauty confirms that, as
at the date of this announcement, its issued share capital consists of
319,485,571 ordinary shares with par value of £0.01 each. The International
Securities Identification Number (ISIN) for the ordinary shares is
GB00BP7L1T61.

 

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