Member Info for FED1

I feel sorry for the RevB retail shareholders. Unfortunately, Boo needs to remain disciplined.

I am sure RevB is a decent enough business, just has a big balance sheet problem. Boo's balance sheet is not strong enough to absorb it. I think it be dangerous for assume that debt.

I suspect the private equity bid required the debt holders to take a haircut. If Boo does absorb RevB (gives RevB shareholders some Boo stock) then it still needs a haircut from RevB's debt holders.

Squandering the recent efforts to get debt down should not be wasted on prior poor capital allocation.

Lets assume there was a 2-for-1 equity rights issue at around 3p, that could probably get £15-20m which would pay down debt. However, this would have to be underwritten by Debs or a third party. Debs would then probably have effective control (probably enough to make mandatory offer).

Other options include debt holders converting some of the debt into equity. Say £10m at 3p per share giving it effective control.

Alternatively, shareholders are given Debs Scrip and RevB is consumed into Debenhams group.

Either way, I struggle to see how RevB is worth the current enterprise value (Market Cap plus Net Debt).

It could go into administration and then debt holders be forced to take 50p in the pound. Equity gets wiped out.

I am hopeful of something meaningful coming out of business review. The Chairman’s profile says one of his roles is to oversea the business review led by Dan.

Last year, Kamani said now was the time for a corporate restructuring. I hope the initial ambition for business review hasn’t been watered down.

Yes it expires after six months. Kamanis undertaking not to buy more shares since November.

Https://data.fca.org.uk/artefacts/NSM/RNS/5438835.html

You raise an important point that we need strong chairman and heavyweight independent NED’s who are not on the Kamani payroll in some way, shape or form. The threshold for independent is concerning.

Don’t forget that Kamani is subject to 12month undertaking not to bid for any assets or increase share holding in Debs. The terms they tried to get Mike Ashley to sign.

I would be annoyed if there are a rights issue anywhere below 30p.

I imagine debt holders will also be required to convert a sizeable sum into equity. Classic case of too much debt killing an otherwise viable business. Got to love financial engineering!

Pending RevB shareholder approval of course!

I suspect terms have already been agreed with Debs.

Ultimately it would be the debt holders who reject bid. However, if there is an equity right issue, you would also think that Debs would have been consulted and is a part of process? Could suggest Boo has finalised terms with TPG?

I’m hoping that Carol Cane steps down at least. I think BoD needs a big refresh.

For a company to be promoted from AIM to Main Board Listing, it needs to demonstrate a track record of adherence to UK Corporate Governance code for several years. ASOS achieved this in 2022.

I think Boo would struggle to make that transition. It should at least be holding itself to a higher disclosure standard. And I have questions on independence if BoD and other similar matters. So much for the ESG NED.

The confusion is that AIM companies are not considered listed companies under CA2006.

I’ve actually found this subject interesting but I can see I’m alone on that.

AI:

No, Jersey registered companies listed on AIM are generally not bound by the Companies Act 2006 (CA 2006) in regards to announcing an AGM within six months of the financial year-end.

Here's why:

Jurisdiction: Jersey companies are governed by the Companies (Jersey) Law 1991. While the Companies Law is based on similar UK legislation, it operates under a different legal framework than the CA 2006.

Flexibility in Jersey: Jersey law offers more flexibility in certain areas compared to UK company law, including regulations on AGMs.

AIM Rules: AIM companies, regardless of their place of incorporation, must comply with the AIM Rules for Companies, which may have their own requirements regarding AGMs and reporting deadlines.

Last day to hold AGM: 19 September 2025 (15 months after previous) Assuming AIM companies are not subject to Companies Act 2006 in regards to AGMs

Last Day to announce AGM: 28 August (21 clear days notice)

Therefore last day to announce results is 28 August.

A company may be suspended if it fails to meet all its obligations as per its article of association and AIM listing rules.

With the AGM approaching, hopefully we will get a BoD which is truly majority independent. I note that one independent NED, John Goold, is the former CEO of Zeus. I’m not questioning his credentials, but is he really independent?

It there is a 6pm RNS then SCB is right. If not Bfd is right.

Https://docs.londonstockexchange.com/sites/default/files/documents/aim-rules-for-companies.pdf#page23

I read Aim rules and companies do have to comply with Companies Act 2006 for annual reporting (6months). However, it does not stipulate that it has to comply with 2006 for AGM notice. I think we can revert to Jersey 1991 Act and Boo’s Articles of Association.

I therefore change my opinion to believe Bfd is correct. AGM is 15mths from last meeting. Annual report is 6months from fiscal year end.

Boo’s articles of association

Page 18

https://www.boohooplc.com/sites/boohoo-corp/files/all-documents/Aim-admission/boohoo-group-plc-amended-and-restated-articles-2022-final.pdf