Settlement Agreement with boohoo

Revolution Beauty Group PLC

18 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	18 July 2023

REVOLUTION BEAUTY GROUP PLC

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

Settlement Agreement with boohoo

Revolution Beauty Group plc (AIM: REVB), the multi-channel mass beauty innovator, and boohoo Group plc ("boohoo", AIM: BOO), a leading online fashion group, announce that they have entered into a settlement agreement (the "Settlement Agreement") under which:

·     boohoo has agreed to withdraw its requisition of a general meeting of the Company under section 303 of the Companies Act 2006 (the "Requisition");

·    Bob Holt OBE and Derek Zissman have agreed to resign 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 will join the Board, with Alistair being appointed as executive chairman of the Company, Neil becoming a non-independent non-executive director, and Rachel and Peter becoming independent non-executive directors; and

·    Elizabeth Lake will remain as CFO.  The new directors appointed at boohoo's request are looking forward to supporting Elizabeth with her ongoing hard work on restoring the Company to sound financial health, including with respect to ensuring the timely publication of the Company's accounts for the financial year ended 28 February 2023 (the "FY23 Accounts").

The terms agreed between Revolution Beauty and boohoo in the Settlement Agreement are conditional upon, among other things, the settlement agreement entered into between Bob Holt and the Company (the "BH Agreement") coming into effect, as summarised below.  This is expected to occur in the coming days.

Further announcements will be made in due course, as required.

Withdrawal of Requisition and proposed indefinite adjournment of General Meeting

The Settlement Agreement between Revolution Beauty and boohoo will bring to an end the uncertainty regarding the Company that followed the Requisition on 19 June 2023.  Pursuant to the Settlement Agreement, boohoo has withdrawn the Requisition, but because the notice convening the general meeting of the Company pursuant to the Requisition (the "General Meeting") has already been sent to shareholders, the Board will still be obliged as a technical matter to hold the General Meeting on the date for which it has been convened.  The General Meeting will therefore be held at 11:00 a.m. on 7 August 2023, at the offices of Macfarlanes LLP.

However, the Board intends, with the consent of shareholders present at the General Meeting, to adjourn the General Meeting indefinitely, such that there will be no vote on any of boohoo's proposed resolutions.  Under the Settlement Agreement, boohoo has undertaken (among other things) to attend the General Meeting and to vote its entire shareholding in favour of such an adjournment (or, should the proposal to adjourn the General Meeting not be approved, to vote against the resolution to remove Elizabeth Lake as a director).

Given the size of boohoo's stake in Revolution Beauty, and the Board's unanimous recommendation to vote in favour of any proposal to adjourn the General Meeting it is considered likely that the proposal to adjourn the General Meeting indefinitely will be passed.

Reasons for the Settlement Agreement

The independent directors of the Company (being those directors who are not individually party to any of the arrangements described in this announcement (the "Independent Directors") believe that entry into the Settlement Agreement and related arrangements are in the best interests of the Company and its shareholders.

Entry into the Settlement Agreement with boohoo brings to an end the recent uncertainty regarding the Company, avoids the ongoing costs and disruption that would be associated with any alternative courses of action, and allows the Company to get back to focusing on its core business objectives.  This is particularly important for Revolution Beauty in light of the significant disruption that the Group has faced in the past year, including the suspension from trading of the Company's shares and an independent investigation, in each case as a result of historical issues in the business, as summarised in the Company's prior announcements.

The Independent Directors have therefore negotiated the Settlement Agreement with boohoo, under which:

·     Elizabeth Lake will remain as CFO, removing the previous concerns that the FY23 Accounts could be delayed and the Company's trading on AIM once again threatened.

·      The Company will retain its existing executive leadership for an interim period while a CEO search is commenced.

·     The new Board will comprise a majority of independent directors (with Alistair McGeorge and Neil Catto not being treated as independent given their existing and prior directorships of boohoo).

In light of these arrangements, Bob Holt and Derek Zissman agreed to step down, in the best interests of the Company, and shareholders will (in the normal course) be able to vote on the new Board composition at the Company's next annual general meeting, which will be held after the publication of the FY23 Accounts.  The FY23 Accounts are expected to be published by the end of August 2023 and the Company's next annual general meeting is expected to be in late September or early October 2023.

Revolution Beauty Board changes

As noted above, as part of the Settlement Agreement, Revolution Beauty and boohoo have agreed on certain changes to the Board, all of which are subject to the completion of the BH Agreement:

·     Derek Zissman and Bob Holt have both agreed to resign as directors of Revolution Beauty.  Bob will, however, remain with the business as interim CEO until 31 August 2023.

·    Alistair McGeorge, Neil Catto, Rachel Horsefield and Peter Hallett will join the Board. Biographical information regarding Alistair McGeorge, Neil Catto and Rachel Horsefield has previously been announced by boohoo in connection with its Requisition. Peter Hallett is an experienced public company director and was until early 2014 Group Chief Financial Officer of both Redcentric plc, the AIM-quoted UK network and cloud managed service provider, and Castleton Technology plc, the AIM-quoted infrastructure and network managed services provider.

·    Alistair McGeorge will take on the role of executive chairman, whilst Neil Catto will join as a non-independent non-executive director.

·      Rachel Horsefield and Peter Hallett will join as independent non-executive directors.

·      Revolution Beauty will commence a search process to identify a new CEO with extensive experience of the beauty sector, retail and consumer brands.

·   Elizabeth Lake will remain as a director and as CFO of Revolution Beauty.  The new directors appointed at boohoo's request are looking forward to supporting Elizabeth with her ongoing hard work on restoring the Company to sound financial health, including with respect to ensuring the timely publication of the FY23 Accounts.

A further announcement will be made in due course, including the information regarding the proposed new directors that is required to be disclosed pursuant to the AIM Rules for Companies.

Agreement regarding management share options

The Company's accounts for the financial year ended 28 February 2022, which were approved at the annual general meeting on 27 June 2023, included provision for the award of 5,684,210 nominal cost options to Bob Holt and 2,842,105 nominal cost options to Elizabeth Lake, as well as awards of nominal cost options to other members of the Company's management team, in each case conditional upon the conditions for AIM lifting the suspension of the Company's shares being satisfied (the "Re-Admission Grants").  These awards were duly completed upon the lifting of the suspension of the Company's shares on 28 June 2023.

Whilst no specific terms have been agreed prior to the publication of this announcement:

·     Bob Holt and Elizabeth Lake have indicated to the Company and boohoo that, conditional upon the release of this announcement, it is their intention to exercise their options, and each of them has been granted permission to do so; and

·      Bob Holt's exit arrangements under the BH Agreement have been expressed as conditional upon the acquisition by boohoo, following the issue of the underlying option shares, of a number of shares sufficient to cover the tax payable by Bob Holt and Elizabeth Lake on the exercise of these options.

A further announcement will be made as appropriate should any or all of these potential arrangements be implemented.

In anticipation of these potential arrangements, an application has been made to the London Stock Exchange plc for the admission to trading of 8,526,315 new ordinary shares of £0.01 each in the capital of the Company.  If applicable, the new ordinary shares to be issued pursuant to these potential arrangements would be admitted to trading on AIM and become effective at 8:00 a.m. on 19 July 2023.  This application will be withdrawn if the potential arrangements set out above do not come into effect and a further announcement will be made accordingly.

Next steps

Other than Bob Holt's and Derek Zissman's proposed resignations, all of the current directors of the Company will remain in post.  Therefore, following Bob Holt's and Derek Zissman's resignations and the appointment of the additional directors referred to above, the Board will be comprised of Alistair McGeorge (Executive Chair), Elizabeth Lake (CFO), Neil Catto (non-independent non-executive director), and Jeremy Schwartz, Matthew Eatough, Rachel Maguire, Rachel Horsefield and Peter Hallett (independent non-executive directors).  Each of these matters is conditional on the completion of the BH Agreement.

The Board will 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.

Further announcements will be made as appropriate.

For further information please contact:

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

 

END