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(Alliance News) - boohoo Group PLC on Wednesday raised "serious concerns" regarding the conduct of the board of beauty product retailer Revolution Beauty Group PLC after its annual general meeting on Tuesday.
The London-based online fashion retailer holds just under a 27% stake in Revolution.
boohoo called the Revolution board "self-serving" and said it was not acting in the best interest of shareholders.
It pointed to the attempts of the company's board to adjourn a quorate meeting without the approval of shareholders present, the annual general meeting proceeding with defeated resolutions, and the conduct of independent director Jeremy Schwartz as evidence of this.
At Tuesday's AGM, three Revolution directors were driven out from its board, after around 74% of shareholders, including boohoo, voted against the re-election of Chief Executive Bob Holt, Chief Financial Officer Elizabeth Lake and Chair Derek Zissman.
It meant Non-Executive Director Jeremy Schwartz was briefly the beauty product seller's only board member, but proceeded to appoint Rachel Maguire and Matthew Eatough as non-executives. The three then re-appointed Holt, Lake and Zissman to the Revolution Beauty board and their previous posts.
Revolution on Tuesday said it would call a general meeting where shareholders will vote on the future of the ousted, then returned, executives. They will also vote on boohoo's proposal to remove the three directors and appoint another two.
boohoo on Wednesday reiterated its call for Revolution to convene the requisitioned general meeting.
The fashion retailer's statement comes after Revolution on Wednesday said its shares will be restored to trading on AIM.
Revolution shares had been suspended since September 1 last year, after the company missed its deadline to publish its full-year results for financial 2022.
boohoo said it was supportive of the lifting of the suspension of Revolution's shares, but "not at the expense of doing so with a board that has proven to behave inappropriately".
Revolution on Wednesday responded: "The board of Revolution Beauty remains focussed on value creation at this critical time for the company, and continues to believe that boohoo's hostile actions are value-destructive, opportunistic and self-serving, as well as not being in the interests of the company's shareholders as a whole."
Revolution also warned boohoo's actions could delay its results for the year ended February 2023 "significantly", and could result in another share suspension and trigger a breach of its banking facility.
The beauty product retailer added: "The board continues to be prepared to engage with boohoo in good faith and in a constructive manner, to avoid the destruction of value for all shareholders."
Shares in boohoo were up 1.0% at 34.93 pence each, while Revolution shares were up 62% at 30.74 pence in London on Wednesday morning.
By Sabrina Penty, Alliance News reporter
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