Directorate changes and settlement agreement

Revolution Beauty Group PLC

13 December 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

13 December 2023

Revolution Beauty Group plc

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

Directorate Changes

Settlement of claims with Tom Allsworth and related arrangements

Directorate Changes

Revolution Beauty Group plc (AIM: REVB), the multi-channel mass beauty innovator, today announces that Elizabeth Lake has decided to stand down from the Board with immediate effect. Elizabeth will, however, remain with the business as Chief Financial Officer ("CFO") until 31 December 2023.  Elizabeth will be replaced as CFO by current non-executive director Neil Catto with effect from 1 January 2024.

During her 18 months as CFO, Elizabeth has strengthened the Group finance function, completed the signing of historical accounts, and successfully overseen the lifting of the suspension and restoration in trading of the Group's shares on AIM.

Neil Catto will become CFO on 1 January 2024, having joined the Group Board in July 2023 as a non-executive director. He is an experienced CFO, having previously been Group CFO of boohoo Group PLC, a position he held for 11 years. Prior to this, he held senior finance roles at BT, Carphone Warehouse and EY.

The Company is also pleased to announce the appointment of Erin Brookes to the Board as an independent non-executive director with immediate effect. Erin is a Managing Director with Alvarez & Marsal ("A&M") in London, where she leads the European Retail and Consumer Practice, specialising in retail turnaround and transformation. Prior to joining A&M, Erin spent five years at The Body Shop International, a leading global cosmetics retailer, where she held a range of senior commercial roles.

Alistair McGeorge, Chairman, commented: "Neil has been a trusted member of the Board since joining five months ago, and I am pleased that he is now becoming CFO. I have no doubt that his considerable and relevant experience will prove a real asset as Revolution Beauty embarks on its next phase of growth. We are also delighted to welcome Erin. She brings a highly relevant skill set and I am confident she will make a significant contribution to our future success.

At the same time, and on behalf of the Board, I would like to express my sincere thanks to Elizabeth. Her leadership of the finance team over the past 18 months has proven invaluable in returning the business to a steady state. I wish her every success for the future."

Elizabeth Lake, outgoing CFO, stated: "My focus over the past 18 months has been on addressing the well-documented issues the business has faced. During that time, we have significantly strengthened the Group's financial position, improved internal controls and implemented a full set of accounting policies that enabled the filing of the Group's financial statements and the resumption in trading of Revolution Beauty's shares. With the business back to profitability and well placed for sustainable profitable growth, it is the right time for me to explore new opportunities. I would like to thank my colleagues for their hard work and dedication, and I wish them all the best as they continue to drive the business forwards."

Neil Catto, incoming CFO, added: "As a Board member since July, I have been hugely impressed with the inherent strength of the Revolution Beauty business, across its brands, its people and its products. I believe we have a considerable opportunity within a large and attractive beauty market, and I look forward to building on the strong foundations put in place by Elizabeth as the Group targets long-term sustainable growth."

Settlement of claims with Tom Allsworth and related arrangements

Revolution Beauty also announces that it has come to an agreement with Tom Allsworth, the former Executive Chairman and co-founder of Revolution Beauty, regarding (i) the settlement of certain claims between Revolution Beauty and Tom Allsworth, (ii) the timing of future payments relating to the prior acquisition of Medichem Manufacturing Limited (now called Revolution Beauty Labs Ltd) ("Medichem") from Tom Allsworth by Revolution Beauty Holdings Limited (the "Buyer") and (iii) Tom Allsworth's future role within Medichem.

Settlement Agreement

On 12 December 2023, Tom Allsworth and Revolution Beauty entered into a settlement agreement (the "Settlement Agreement"), pursuant to which they agreed to the full and final settlement of certain claims between them, with no admission or acceptance of liability by either party.

Pursuant to the Settlement Agreement, Revolution Beauty has agreed to pay Tom Allsworth an ex gratia payment of £270,000 net (£490,000, when grossed up for taxes) in respect of certain historical legal fees incurred by Tom Allsworth in connection with, among other things, the investigation of matters related to the Medichem SPA (as defined below).

Variation to terms of Medichem SPA

On 26 October 2021, Tom Allsworth and the Buyer entered into an agreement for the sale and purchase of the entire issued share capital of Medichem for a total consideration of up to £27.5 million (the "Medichem SPA").  As announced on 7 March 2023, the Buyer and Tom Allsworth varied the Medichem SPA on 6 March 2023, such that the outstanding consideration payable to Tom Allsworth would be paid in annual instalments of up to £5.125 million between October 2025 and October 2028, with interest accruing on outstanding balances at a rate of 2.5% per annum. Both transactions constituted related party transactions under the AIM Rules.

The Board is pleased to announce it has now concluded negotiations with Tom Allsworth regarding a revised payment schedule for the outstanding consideration under the Medichem SPA.

On 12 December 2023, Tom Allsworth and the Buyer entered into a deed of variation to the Medichem SPA (the "Deed of Variation"), pursuant to which the total remaining consideration under the Medichem SPA of £19.0 million (the "Remaining Consideration") will now be repaid in instalments on a revised payment schedule.

The Buyer now will pay, on or around 31 October of each year beginning in 2025, an amount equal to the higher of (i) £600,000 in the first year of payment, increasing in subsequent years of payment by the higher of (a) 5% and (b) "CPI 12-month rate" (as published by the UK Office for National Statistics) for February of the year in which the applicable payment occurs and (ii) 75% of Medichem's EBITDA for the preceding financial year.  Medichem generated EBITDA of c.£1 million for the year ended 28 February 2023.

In the event of a sale or disposal of Medichem, or a takeover of Revolution Beauty, within five years of the date of the Deed of Variation, the payments to Tom Allsworth will be accelerated and the Remaining Consideration then still outstanding will be payable in five equal annual instalments beginning on the first scheduled payment date following completion of such sale or takeover. 

Tom Allsworth's future role

As part of the arrangements summarised in this announcement, Tom Allsworth will continue in the management team of Revolution Beauty Labs with the title "Founder & Director of Revolution Labs" (though he will not be a statutory director), on terms which are substantively similar to those which applied to him previously. 

Related party transactions

The signing of the Settlement Agreement, the Deed of Variation and the arrangement regarding Tom Allsworth's future role with Medichem constitute a related party transaction under Rule 13 of the AIM Rules for Companies (the "AIM Rules"), by virtue of Tom Allsworth being a substantial shareholder, as defined in the AIM Rules, of Revolution Beauty, holding approximately 15.34% of the ordinary shares in Revolution Beauty. The directors of Revolution Beauty consider, having consulted with Revolution Beauty's nominated adviser, Liberum Capital Limited, that the terms of these related party transaction are fair and reasonable insofar as shareholders of Revolution Beauty are concerned.

Adam Minto legal proceedings

Separately, and as originally announced on 20 June 2023, the Group is continuing to seek a settlement agreement with Adam Minto relating to the events that led to the delay of the audit of Revolution Beauty's FY22 results and the suspension of trading of the Group's shares on AIM during his time as Chief Executive. Should an agreement be reached, the settlement with Adam Minto would likely be treated as a related party transaction under Rule 13 of the AIM Rules and an appropriate announcement made at that time.

For further information please contact:

Investor Relations

Lauren Brindley, CEO

[e-mail]

Joint Corporate Brokers

Liberum (NOMAD): Edward Thomas / Dru Danford / John More

Tel: [phone]

Zeus: Nick Cowles / Jamie Peel / Jordan Warburton

Tel: [phone]

Media enquiries

Headland Consultancy: Matt Denham / Will Smith / Antonia Pollock

Tel: [phone]

[e-mail]

The person responsible for arranging the release of this announcement on behalf of the Company is Lauren Brindley, the Chief Executive Officer of the Company.

Notes

The following information regarding the appointment of Erin Brookes, aged 44, is disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules:

Current directorships and partnerships

Alvarez & Marsal Corporate Transformation Services LLP

Retail Trust

Retail Trust Events Limited

Retail Trust Wellbeing Services Limited

Erin currently holds no shares in the Company.

 

END