Result of AGM, directors, AIM update & requisition

Revolution Beauty Group PLC

27 June 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	27 June 2023

REVOLUTION BEAUTY GROUP PLC

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

Results of AGM, new directors, AIM update and requisition

Revolution Beauty Group plc (AIM: REVB), the multi-channel mass beauty innovator, today announces:

·      the results of the annual general meeting of the Company held at the offices of Macfarlanes LLP earlier today (the "AGM");

·      the new composition of the board of directors of the Company;

·      an update on the expected timing for re-admission of the Company's shares to trading on AIM; and

·      next steps regarding the requisition of a general meeting of the Company.

Proposed adjournment of AGM rejected by boohoo

As announced on 21 June 2023, in light of the letter and accompanying notice dated 19 June 2023 received from boohoo Group plc ("boohoo"), seeking to requisition a general meeting of the Company under section 303 of the Companies Act 2006 (the "Requisition"), the Company had proposed to adjourn the AGM to a future date.

This delay would have ensured that independent shareholders of Revolution Beauty had sufficient time to consider the Requisition and its implications for the Group, in particular to consider whether shareholders other than boohoo (and any of its associates) wished boohoo's attempted takeover of the Company's board to proceed.

The chairman of the AGM proposed to adjourn the AGM to a future date and time to be announced by the Company.

However, representatives of boohoo present at the meeting objected to the chairman's authority to adjourn the meeting on the basis proposed.  Among other things, the boohoo representatives requested that the chairman obtain undertakings in the meeting from certain shareholders that they would not vote in breach of their contractual obligations to the Company.  Whilst these undertakings had been sought by the Company prior to the meeting (and had not been provided by the shareholders in question), the chairman took the view that the practicalities of seeking such undertakings during the meeting would be challenging.

Accordingly, the chairman proposed that a vote be taken on a poll with respect to the question of adjournment of the AGM.

The chairman of the AGM used the proxies that he had been given by those shareholders who voted with boohoo and against the Company's current board to also vote against the proposal to adjourn the AGM, on the basis that shareholders who submitted valid proxies against the election of those directors were considered unlikely to consent to an adjournment of the AGM.  The votes cast on the poll were as follows:

	Votes 'for'	% of votes cast	Votes 'against'	% of votes cast	Votes withheld	Total votes cast	% of voting capital
Resolution to adjourn AGM	31,365,012	25.97	89,400,611	74.03	5,716	120,771,339	38.99

AGM business conducted

As a result, the AGM was required to proceed, and resolutions 1, 4, 6 and 7 were passed.  Resolutions 2, 3, 5 and 8-11 (inclusive) were not passed.  Votes were cast on the resolutions set out in the notice of AGM sent to shareholders on 2 June 2023 as follows:

	Votes 'for'	% of votes cast	Votes 'against'	% of votes cast	Votes withheld	Total votes cast	% of voting capital
Resolution 1 (Receive annual report and accounts)	115,213,728	97.81	2,574,898	2.19%	2,983,047	120,771,673	38.99
Resolution 2 (Elect Bob Holt)	31,550,372	26.13	89,215,585	73.87%	5,716	120,771,673	38.99
Resolution 3 (Elect Elizabeth Lake)	31,550,372	26.13	89,215,585	73.87%	5,716	120,771,673	38.99
Resolution 4 (Elect Jeremy Schwartz)	119,610,116	99.12	1,055,841	0.88%	105,716	120,771,673	38.99
Resolution 5 (Elect Derek Zissman)	30,994,293	25.66	89,771,664	74.34%	5,716	120,771,673	38.99
Resolution 6 Re-appoint auditors)	118,691,031	98.39	1,940,118	1.61%	140,524	120,771,673	38.99
Resolution 7 (Fix remuneration of auditors)	120,225,991	99.63	445,682	0.37%	100,000	120,771,673	38.99
Resolution 8 (Authority to allot shares)	31,336,811	25.95	89,428,862	74.05%	6,000	120,771,673	38.99
Resolution 9 (Authority to disapply pre-emption rights)	31,340,888	25.95	89,424,785	74.05%	6,000	120,771,673	38.99
Resolution 10 (Authority to disapply pre-emption rights (additional))	31,351,407	25.96	89,414,266	74.04%	6,000	120,771,673	38.99
Resolution 11 (Authority to buy back shares)	31,551,010	26.13	89,208,947	73.87%	11,716	120,771,673	38.99

Notes:

1.    Number of Company shares in issue 309,737,250.

2.    A vote 'withheld' is not a vote in law and is not counted in the calculation of the proportion of votes 'for' or 'against' a resolution.

3.    Revolution Beauty Group LEI: 21380083TTJWXK677H17.

Board composition following AGM

Because resolutions 2, 3 and 5 were not passed, Bob Holt, Elizabeth Lake and Derek Zissman ceased being directors from conclusion of the AGM and, at that time, Jeremy Schwartz was the sole remaining director of the Company.

Appointment of new directors

As the sole remaining director of the Company following the AGM, Jeremy Schwartz was required to weigh up a number of matters.  In particular, he was required to comply with his duties as a director to (among other things) act in the way he considered, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole.

The matters for consideration included:

·      the fact that Bob Holt, Elizabeth Lake and Derek Zissman had all been removed from the board at the AGM (albeit only by a small numerical minority of shareholders voting against them, including boohoo, and with the significant majority in number of shareholders voting (but not of votes cast) being in favour of the current board), thereby causing the number of directors to fall below the minimum number (three directors) required under the Company's articles of association (the "Articles");

·      boohoo's proposal to obtain control of the Company's board by appointing Alistair McGeorge and Neil Catto as directors;

·      the fact that the Company had, prior to the meeting, received notice from certain key customers of the Group that they would not be prepared to continue doing business with the Group during the current uncertainty;

·      the fact that, as sole director, the only action Mr Schwartz could take as a director under the Articles would be to appoint additional directors to ensure that the Company had the minimum number required under the Articles; and

·      the impact that these board changes would have on the proposed lifting of the suspension of trading in the Company's shares.

The final of those considerations was considered an extremely important factor.

Prior to the AGM, the Company had been advised by Zeus Capital, its nominated adviser, that the suspension of trading in its shares on AIM would be expected to be lifted promptly following the AGM, but only if all of the directors of the Company proposed for election at the AGM were, in fact, so elected (or otherwise remained on the board) and Rachel Maguire and Matthew Eatough were appointed as additional directors.

As a result of the above, in order to ensure that the Revolution Beauty board was suitable for a company listed on AIM and to ensure that the suspension of trading in the Company's shares can be lifted promptly (which is undeniably in the interests of the Company and all of its shareholders, including boohoo), following the conclusion of the AGM, Mr Schwartz appointed Rachel Maguire and Matthew Eatough as directors of the Company, in accordance with the Articles, and those three independent directors then re-appointed Bob Holt, Derek Zissman and Elizabeth Lake to the board.

Bob and Elizabeth will continue in their roles as CEO and CFO, respectively, Derek will remain as chairman of the board and Rachel and Matthew will act as independent non-executive directors, pending the general meeting requisitioned by boohoo, as described later in this announcement.

Rachel Maguire is currently the founding CEO of Arko Iris Limited, a strategic advisory company providing investor relations, ESG and governance counsel to mid-cap and large-cap leadership teams. Rachel has experience of audit, risk, nominations, and remuneration committees, with specialist focus on ESG, governance and stakeholder engagement. Rachel's previous roles also include senior roles at the London Stock Exchange, including as UK Head of Main Market and Head of AIM.

Matthew Eatough is an experienced entrepreneur who has founded and run a number of successful businesses, most recently Proxima Group, which was recently acquired by Bain & Co. Matthew has extensive experience growing businesses Internationally, particularly in the US. Whilst serving as CEO of Proxima Group, Matthew successfully helped grow the business from 10 employees to over 400, driving the business into new geographies and larger corporates such as Universal Music Group, Walgreens Alliance Boots, Sainsbury's, and British Airways.

Matthew and Rachel hold no shares in the Company.

The information regarding Rachel and Matthew, as well as Bob, Derek and Elizabeth, required to be disclosed pursuant to the AIM Rules for Companies is set out in the appendix to this announcement.

Restoration of trading on AIM

As a result of the re-appointment of the Revolution Beauty directors removed by boohoo, as well as the appointment of the new independent directors, the Company expects that the suspension of trading in its shares will be lifted imminently.

A further announcement will be made in due course.

General meeting requisitioned by boohoo

The Company will now proceed to call the general meeting of shareholders requisitioned by boohoo, at which it will, as required by boohoo, propose resolutions for Bob Holt, Elizabeth Lake and Derek Zissman to be removed from the board and for Alistair McGeorge and Neil Catto to be appointed as new directors.

As previously announced, it is expected that this general meeting will be held in late July or early August.

The Company remains convinced that it has the right senior management team in place for the future of the Group, and the restoration of trading in its shares on AIM will be concrete evidence that this board is moving the Company in the right direction.  The boohoo proposal is a cynical, short-sighted and misguided attempt to engineer a boardroom coup solely for boohoo's benefit.

However, the Company remains willing to engage with boohoo, to ascertain whether it would be willing to withdraw its Requisition, or to enter into a constructive dialogue with respect to the future of the Company for the benefit of all shareholders.

The Company will make further announcements as required.

Jeremy Schwartz, Non-Executive Director, said:

"The decisions I took today as the sole director of the Company following the AGM were not taken lightly.  I had to consider my duties as a director, and act in what I genuinely believed to be in the best interests of the Company, for the benefit of its members as a whole.  Among other things, without the board changes effected following the AGM, there was no certainty as to when (if at all) the Company's shares would be restored to trading on AIM.  As a result of the appointment and re-appointment of the board, however, the shares are expected to be restored to trading imminently, something which is undeniably in the interests of all shareholders, including boohoo, as well as all of the Group's other stakeholders.  The board will proceed to call the general meeting requisitioned by boohoo for a date to be confirmed in late July or early August, as previously announced."

For further information please contact:

Revolution Beauty Investor Relations Bob Holt / Elizabeth Lake	[e-mail]
Joint Corporate Brokers Zeus (NOMAD): Nick Cowles /Jamie Peel /Jordan Warburton Liberum: Clayton Bush / Edward Thomas / Miquela Bezuidenhoudt	Tel: [phone] 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 Elizabeth Lake, the Chief Financial Officer of the Company.

Appendix

Information on new directors required by AIM Rules for Companies

The following information regarding the appointment of Rachel Maguire, aged 63, is disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies:

Current directorships and partnerships:

National Paralympic Heritage Trust

Hyhaus Ltd

Arko Iris Limited

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

Spiritus Mundi Plc

Cabot Energy Plc

Rachel Maguire was a director of the following companies in the 12 months prior to them being put into administration:

Cabot Energy Limited	The company entered administration on 7 December 2020, after Rachel Maguire resigned as a director on 24 December 2019. The company was dissolved on 21 January 2023.

The following information regarding the appointment of Matthew Eatough, aged 57, is disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies:

Current directorships and partnerships:

Prebendal Holdings Limited

Changing Ideas Limited

Est Partners International LLP

Est Partners Limited

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

Proxima Procurement Limited

Meronimi Limited

BuyingTeam Support Services Limited

Buying Team Holdings Limited

Buying Team Limited

Buying Team Print Services Limited

Byzantine Bidco Limited

Byzantine Midco Limited

Byzantine Topco Limited

Proxima Inc

The Cost Reduction Partnership 2017 Limited

The information regarding the appointment of Bob Holt disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies is as set out in the Company's announcement of 28 November 2022, updated as follows:

Current directorships and partnerships:

Airfriendly Limited

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

Business Strategy LLP

The information regarding the appointment of Elizabeth Lake disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies is as set out in the Company's announcement of 12 May 2022, updated as follows:

Elizabeth has held the following directorships in the past five years:

ECPee Limited

The information regarding the appointment of Derek Zissman disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies is as set out in the Company's admission document dated announcement of 13 July 2021.

 

END