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(Alliance News) - Revolution Beauty Group PLC on Friday said it is being probed by a UK watchdog on potential breaches of market abuse regulation between July 2021 and September of last year.
The UK Financial Conduct Authority on Friday notified the cosmetics product retailer of the probe.
Revolution Beauty said it is fully cooperating.
The investigation relates to "certain matters in the period from July 2021 to September 2022".
Revolution Beauty shares closed 0.8% lower at 29.65 pence each in London on Friday afternoon.
Back in January, Revolution Beauty said an independent investigation being carried out by Forensic Risk Alliance and Macfarlanes concluded, and found that some sales should not have been recognised in its financial year ended February 2022.
A probe also found that two board members in July 2021, Adam Minto, its founder and former chief executive, and former executive chair Tom Allsworth, "made personal loans or other investments of approximately GBP1 million in aggregate to one of the distributors".
More recently, Revolution Beauty has been in a spat with shareholder boohoo Group PLC, though the duo resolved their differences earlier this week.
Revolution Beauty on Tuesday said both its chair and chief executive will step down from the company as part of the "settlement agreement".
The resolution followed weeks of back and forth and a dramatic annual general meeting which saw boohoo briefly get its way and oust key members of Revolution Beauty's board, only for them to be reinstated straight after.
Fast fashion firm boohoo holds just under a 27% stake in Revolution Beauty.
Revolution Beauty said Bob Holt, its chief executive, and chair Derek Zissman agreed to step down. Holt will remain as interim CEO until the end of August.
Alistair McGeorge, Neil Catto, Rachel Horsefield and Peter Hallett will join Revolution Beauty's board. boohoo had previously attempted to jettison McGeorge, Catto and Horsefield to the Revolution Beauty board.
Following their additions, Revolution Beauty's board will consist of McGeorge as executive chair, Catto as a non-independent non-executive director, and Hallett and Horsefield alongside Jeremy Schwartz, Matthew Eatough and Rachel Maguire as independent non-executive directors. In addition, Revolution Beauty's current Chief Financial Officer Elizabeth Lake will remain in that board position.
"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," Revolution Beauty said.
Hallett was formerly CFO of IT service management company Redcentric PLC.
Horsefield is the former chief executive of THG PLC's Beauty arm. It was a board addition Revolution Beauty was initially against, as it noted THG Beauty was a company it had "recently undertaken to cease commercial relationships" with.
McGeorge, a boohoo non-executive director, is the current non-executive chair of tonic waters and mixers producer East Imperial PLC. Catto is currently a non-executive director at indie games publisher tinyBuild Inc, and was previously CFO of boohoo between 2011 and 2022.
In June, three Revolution Beauty directors were ousted from its board at its annual general meeting, as boohoo voted against their re-election, though a remaining director had offered the trio a reprieve.
The dramatic events followed a failed attempt by Revolution Beauty to adjourn the AGM, with 74% of votes cast against the move.
Measures including the re-election of Holt, Lake and Zissman were put to shareholders. It was a poll the trio lost, with around two-thirds voting against their re-elections.
It meant Non-Executive Director Jeremy Schwartz, who won his re-election bid with flying colours, was briefly the beauty products seller's sole board member. Heading into the meeting, Revolution Beauty hailed Schwartz's experience. He was previously UK managing director at L'Oreal SA, responsible for "all consumer, luxury, salon and active cosmetics divisions".
Schwartz then had to "weigh up a number of matters", among them was the fact that Revolution Beauty must have at least three directors, according to its articles of association.
Schwartz appointed Rachel Maguire and Matthew Eatough as non-executives. Maguire is the founding CEO of strategic advisory Arko Iris Ltd. Arko provides governance counsel to mid-cap and large-cap leadership teams. Eatough "is an experienced entrepreneur who has founded and run a number of successful businesses".
The trio then re-appointed the ousted Holt, Lake and Zissman to the Revolution Beauty board and their previous posts.
boohoo called the Revolution board "self-serving" and said it was not acting in the best interest of shareholders.
Tuesday's settlement likely draws a line under the back and forth, however. Revolution Beauty noted boohoo has withdrawn a general meeting requisition.
By Tom Budszus, Alliance News reporter
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