Member Info for ajc2

My guess would be some major shareholders want her gone for highlighting all the previous accounting issues. Frankly they should be thanking her and Bob Holt for correcting this and saving the company and their shareholding.

Good news in my opinion that all resolutions were passed. Gives some stability and continuity at a much needed time. Just need the management team to focus on growing the business now.

Will Boohoo vote against Elizabeth Lake again at the AGM? I would prefer if she stayed on. The company needs that stability right now to give investors confidence.

It's worth remembering that throughout all of this saga, when news like this has dropped the initial reaction from investors has been to think of the worst case scenarios, but the outcome has always been less severe than first thought. Unfortunately the bad news just seems to keep coming! This investigation was always likely to happen, but the company have done an independent investigation and corrected the issues from the past, which should be seen in a positive light. REVBs credit facility has covenants in place with the bank, which if broken could cause financial hardship, so this could be factored in by the FCA if any fine was to potentially be issued.

Surprised that Boohoo haven't released an RNS regarding withdrawal of the General Meeting requisition?

Anything less than 32p a bargain surely? Boohoo can't offer less than this for a takeover?

Fair price should be at least 50 to 60p for this business.

It's funny how quick Bob has rolled over after everything been said in RNSs. But not a bad incentive for him to leave, free shares and tax paid. Been a big advocate for him but maybe Boohoos comments about self serving not so inaccurate after all. Not surprised though. As you say all in it for the money.

At least he's steadied the ship and got it back on a good footing, what happens now with Boo, who knows! If they offer I guess now that they have purchased at 32p that is the minimum they can offer for full takeover, if that is their plan and they have the finances to do it.

We need some positive trading updates, and a truer forecast on EBITDA as the high single digit or this year cannot be accurate when we have already done £3.5m in Q1. Some consistent positive news flow should help this along.

Anyone else thinking that Boohoo will vote against Lake and some of the other independant directors (Maguire, Eatough) reappointment at the AGM in Sept/Oct, after the FY23 accounts have been released?

Boo have influence but not control. Majority independant board.

Keeping Lake gives stability, which will please banks and customers.

Not keen on Boo, but cosmetics is much more stable than fast fashion. If a beauty industry experienced CEO is appointed then that would be positive, as long as they aren't a puppet for Boo.

I just hope the independant directors get re-elected at the next AGM and the board remains majority independant.

The uncertainty surrounding the founders voting is to do with their contractual obligations as per the 'Relationship Agreement' they signed at IPO.

Two extracts of interest:

"ensure that neither Adam Minto and/or Tom Allsworth or their associates take any action that would have the effect of preventing the Company from complying with its obligations under the AIM Rules for Companies. Further details of the Relationship Agreement are set out in paragraph 11.2 of Part VI of this Document"

"(c) not use his shareholding to requisition a general meeting of the Company for the purpose of proposing, or exercising any voting rights attaching to their shareholding to remove a director or amend the Articles in such a way as might reasonably be expected to adversely effect the independence of the Group"

If the founders vote to remove the current BOD, this could have an adverse effect on the independence of the company, by potentially allowing BOO to gain control of the board which could result in the independence of company being affected by Boohoo acquiring on the cheap/admin or other scenario etc.

The way I am interpreting this, is that the founders 'may' be contractually prevented from voting to remove the current BOD as it could affect the independence of the group, but nothing stopping them to vote with/for the current BOD.

Any thoughts?

130k voting against

Same. I will be voting against in case of no compromise being reached.

Have any other Boohoo management associates been buying shares privately too?

Boohoo are the desperate ones leaking stories to the press! A new low for them

There were new regulations introduced in April 2021 for Pre-pack admins related to connected parties. So there has been concern around this in the past with an attempt to address with new regulations. It hasn't been uncommon for companies to enter into a pre pack, and directors set up a new business which buys the assets in the pre pack deal. I think any concerns around pre packs are fair (I have my own concerns), although the regulations have been introduced for a reason.

REVB is doing well now and long may that continue.

https://globalrestructuringreview.com/guide/the-art-of-the-pre-pack/edition-2/article/legislative-developments-the-new-pre-pack-regulations

Technically Boohoo gaining control of the board means they could, possibly, breach the banking covenants and force the company into a distressed state, and then negotiate a pre-pack deal, which would be done with the board members before it is placed into admin. Once in admin whatever has been agreed could take immediate effect. Which with a Boohoo friendly board that could mean Boohoo buy the assets etc. cheap. There are many scenarios that could play out here and prepack admin is one.

Debenhams was different to Revolution in that they were a very distressed business heading towards admin. If Ashley had got control things I feel he would have gone down the prepack route. Debenhams would have probably been better off than in Boohoos hands!

Disagree. Mike Ashley also tried a boardroom coup at Debenhams and failed, then it fell into admin and he was in the same boat as everyone else. If Boohoo directors are installed onto the board then either prepack admin is on the cards, or Boohoo submitting a low ball offer which would be accepted. Holt has called Boohoo management out with plausible scenario's and they clearly don't like it! Boohoo also haven't responded to Revolution's request to state their intentions should they gain board control, which speaks volumes.

It will be interesting to see an RNS tomorrow. REVB was approved to relist on AIM so they must not have seen any issues.

Maybe this is BOO distracting from their own bad PR, as a UK fashion brand has now launched a copyright claim against them.

It will be interesting to see how the board can fight this hostile approach off, if possible.

Https://news.sky.com/story/boohoo-takes-revolution-row-to-junior-market-regulator-12917822

"Boohoo takes Revolution row to junior market regulator | Business News"

This is getting tedious! Pure desperation now