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Https://www.retailgazette.co.uk/blog/2025/06/mulberry-seeks-20m-lifeline/

Could suggest that Frasers has more pressing matters for its cash flow.

I do not think there are “skeletons”. It’s just that RevB isn’t compelling with this level of debt.

Only talking about Debenhams when Youth Brands is on fire is obviously clear to market.

Saying Marketplace and capital light while you lose double digit revenue growth is also apparent.

No capacity for capital allocation opportunities.

Delayed results.

Expectations are now high.

SCB - you raise a good point regarding Youth Brands and lack of strategy.

Youth Brands need a retailer. I sometimes wonder if Dan is more a mgmt consultant.

The proposition of Youth Brands is cheap, fashionable, fast fashion, 20-somethings. A 21 year old with £15 to spend on a top for Saturday night.

I wonder if he is best CEO for this part of business. He doesn’t seem Fast Fashion to me.

My best guess is that there are vultures like Frasers who will buy RevB out of administration (for possibly less than current debt even), but only one or two bidders who will pay a premium to debt (ie, pay equity holders) to take control of RevB.

I think RevB shareholders at least have some upside if they took a 5-for-1 share in Boo stock.

Maybe Frasers will provide debt financing to Boo to acquire RevB?

It's not an acquisition of the equity, its an taking over of debt.

Disciplined capital allocation may mean taking the loss and focusing on the core business of Youth Brands and Debs.

If mgmt do decide to step in, then the prerequisite for me would be a solid 1Q trading update.

SCB - I am certainly not blind to the challenges facing Boo and the dismal financial results of the last few years. I can assure you I will not be voting for Kamani and Kane unless they pull a rabbit out the hat.

I do believe the situation at RevB is actually more acute with talks about cash running out and a large debt load expiring. Senior Mgmt has left.

The credit terms offered to Boo are eye-watering and mgmt will have to think very carefully about whether it wants to assume RevB's debt load. If Boo walks away, then RevB share price will fall a further 50%. I have no doubt that RevB will survive but it may have to go into administration first. In such a case, Boo would be unlikely to bid.

I’m still giving Dan the benefit of the doubt. I want him to succeed and will give him flexibility to delay results. However, I expect something positive in results.

The longer is takes, the cheaper RevB will become. Whilst I sympathise with RevB shareholders, it is questionable whether the company is worth much more than the debt. At this rate, Boo could probably offer a 5 RevB shares for 1 Boo share by the end of next week.

In regards to the delay, the longer they leave it, then the more we expect something substantial in terms of business review. I will be taking the current delay into consideration when I vote at AGM. We already know results are bad as they have released headline figures. Logically, we can only assume something strategic is going to be announced.

Let’s face it, the equity value of RevB is next to nothing.

RevB shareholders be lucky if Boo offers 1 Boo share for 3.5 RevB shares.

I have to respectively disagree with that assessment. Existing shareholders get nothing. Liquidators will first pay staff/pension, secured debtors, then unsecured debtors.

Someone will acquire the brand and merchandise for the sum of the liabilities - and most of the staff get fired in the process with no liability to new owner.

None of the existing stakeholders benefit - only the new owner.

SCB - my point being is that an equity raise from new and existing shareholders has many nuances. Not saying it is not achievable, but the BoD have to balance multiple interests.

As you know, I am seeing this from a Boohoo shareholder point. The best case scenario for everyone would be if a third party came in who is offering a nice takeover premium for current shares. I hope there is a good outcome for RevB shareholders. However, I wouldnt be happy if Boohoo acquired shares at a marked premium. I somehow do not believe that Frasers is a White Knight either.

There are a few issues with equity raise.

Firstly, the debt is too large at £25m. I would imagine that you would need to raise a substantial part of that (say £15m) to get a new lender to agree to an RCF. Even then the RCF would be on punitive terms. Considering the current value of the equity (£25m), a £15m raise would be 60% dilutive.

Are the two concert parties both at 30%? They probably do not want to be diluted but if they go over 30% then a mandatory offer is required. Likewise they do not want to inject much more money without gaining control. A third party would have to be willing to enter and become a major shareholder. I suspect the current bids are for all the equity with a 75% acceptance requirement. Does Frasers want 30%.

In the absence of any bid for existing equity at a premium, then the nuances of an equity raise is also complex. Hence why there is a delay. An equity raise may seem fair to smaller shareholders, but is it really feasible?

Hopefully we get the results tomorrow at 7am but we've been here before.

I was looking on company investor page and it says Analyst Coverage and Consensus in bottom right corner. When I click on it there is nothing there.

Is this new? Or is it now removed

I'm wondering if they are taking a leaf out of Asos book. Instead of explicitly saying it expects Revenue growth of between -7% and +3% (for example), it will say revenues should be within analyst estimates. This is a bit of a moving goalpost and makes future guidance misses easier to declare.

Boo can:

1) Sell its 27% stake to Frasers for c.£7m and pay down debt;

2) Keep 27% stake but let Frasers or someone else recapitalise business. Remain a minority partner. I suspect any third party offer would be conditional on 75% acceptance.

3) Issue c. £19-£20m in Boo equity to buy out minorities and assume £25m in debt (presumably secured against RevB). This would be 6-7% dilutive to existing Boo shareholders.

Taking on further debt and acquiring another business when you are FCF negative and your core business is in a death spiral seems a ballsy move.

Ultimately, if Boo is bidding for RevB using its own stock, and assuming the debt, then we need to look at this from a capital allocation viewpoint:

1) Does Boo see more value in buying RevB rather than taking a loss and selling to highest bidder?

2) When will RevB be cash flow accretive to Boo? 1yr , 2 yr?

3) If the secured debt against RevB assets?

4) When will RevB be EPS accretive to Boo?

5) When do we expect RevB sales to stop the decline and stabilise?

SCB- You can find out implied figure from recent Form 8.3

Subtract Boo holding and then you are left with concert parties shareholding.

I think this latest Kamani/Ashley spat can be painted either way to make one out to be the 'baddie'.

Ashley - he is not interested in RevB but wants Boo to increase bid for equity. If Boo takes on too much debt, it will leave it more vulnerable to Frasers taking out at a lower share price. He is not a friend of small Boo shareholders but is frustrating Boo in taking over RevB purely for his own agenda.

Kamani - further equity dilution for other shareholders (but he gets bailed out of RevB). Lack of discipline in capital allocation and further strains on balance sheet. The deal is not EPS accretive for Boo shareholders and RevB EV is not worth £45m.

SCB,

I've no doubt that there will be fireworks by the end of the week. I suspect Frasers doesn't really want RevB, his agenda is apparent. I will also hazard to speculate that Boo's offer will be recommended to RevB shareholders over Frasers. I agree though that Frasers does put a lot of pressure on Boo mgmt/BoD when it comes to capital allocation.

I am hoping that those category sales growth figures (some were MoM, some were YoY) does translate into a positive 1Q trading update. Then shareholders will be more willing to support Boo.