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The potential Rachel Horsefield appointment does make it seem a bit more legit, I can't see her wanting to be part of an intentional "crap job". But then maybe its a trick?
Also shows THG are likely following things.
Trading4good, I can't see them wanting to sell now at this price. They are down a fortune on their shares, (obv got them at IPO at 160p). I think they would see a likely re-rate happening if allowed to be back trading and then eventually returning to IPO mark and beyond.
If I was them my plan would be to do nothing at all, then in a few years quietly start selling the odd set of shares when things have blown over. Not effectively sell them all now for just 19p. Don't see how selling them now helps them legally either if they were indeed worried about that, then authorities just become aware they have some liquid cash now.
I still don't understand in terms of the worst case scenario, why don't holders who make up over 50% and can be said to have control (as-long as each player has 5%), just rob minority holders all the time in all companies if it's so easy?
Basically any company with net debt, the over 50% could vote in a crap management team who say some poor ideas, get quickly get the sp down very low, scare the debt holders into demanding their money back, then the over 50% make a low ball takeover offer to buy the assets and debt to "save" the company and get the assets into their other company. (What ppl are fearing boohoo doing).
It could literally happen to any company? THG is in net debt, Matt M could join with others over 50% and do it to minority holders.
Boohoo only have £5.9 million net cash, very close to net debt, Kamani and others could do the same and team up and effectively rob the under 50% boohoo holders. How come its not happening all the time if its so easy?
(Obv wouldn't work with all companies but any that in are in net debt). For example even Boohoo are close to net debt themselves with only £5.9 million net cash, someone could do it to them if they slipped into net debt?
Bearhunter surely there have to be legal issues with doing that else why wouldn't it happen all the time?
Companies could just always buy effective 51% of companies either with themselves or other parties. Purposively put a crap team of directors in place. Scare the debt holders who then demand their money back instantly. Then offer the 49% to buy the assets from the company at barely anything above the price of debts, then vote it through.
It would basically be happening all the time as a cheap way to buy companies?
"1. Why would Boo want to force Revb into admin. They just lose the £15m they have already invested and the company can then go to the highest bidder. Just look what happened to big Mike at Debenhams.
2. Why would the tie up be bad if it didn't lead to administration. Boo have a customer and email skill set that Revb simply don't have. Also the Revb RNS was plain wrong when it said Boo was an online business only. It has several wholesale relationships, including Debenhams stores in the Middle East. My personal view is that Revb could grow significantly with Boo input. "
Trading4good, you make good points here. If it goes to admin all that happens if Boo has lost £15 million and other companies such as THG who have more cash and wouldn't have just made a loss could outbid them.
However for whatever reason Rev B did outline this "intentional administration" scenario.
The other hard to understand part would be in order to have control Boo would need the Rev B founders agreeing to join with them, in this scenario boo would surely need to compensate them for losing their destroyed rev b shareholdings if it is agreed the business is going to effectively destroyed from the inside?
Considering their holdings at IPO were £78.3 million each I'd say at Boo would have to offer them at least £50 million each worth of Boo shares (this may not even be enough as the founders I believe would imagine their holdings getting back to IPO eventually and may not even be that bullish on boohoo overall).
This £100 million would dilute boo by around 22% at current market cap and boo would only own 58% of Rev B not the whole thing.
Minto and the former chair would then own 11% of boo each so would likely be on the boo bod, not sure how good a look that would be for boo.
Looking at the allotment rules on page 115:
"2) equity securities of the Company (within the meaning of section 560 of the Act)
up to an aggregate nominal value of £2,062,500.00 being equivalent to the
nominal value of two thirds of the issued share capital of the Company
immediately following Admission (such amount to be reduced by the nominal
amount of any Shares allotted or rights granted under paragraph 3(g)(III)(1)) in
connection with an offer by way of a rights issue or other pre-emptive offer to:
* the holders of Shares in proportion (as nearly as may be practicable) to
the respective numbers of Shares held by them; and
* holders of other equity securities, as required by the rights of those
securities or, subject to such rights, as the Directors otherwise consider
necessary,
https://revolutionbeautyplc.com/wp-content/uploads/2021/11/admission-document-for-website.pdf
Does that second point not give leeway to the directors? Also they were planning to dilute by 3.4% as management incentive shares. I wonder to what extent that could be increased?
Fair points on the placing though, admittedly I didn't consider the permissions for doing one.
In terms of your general point while the message board may have got ott I do believe it's right to feel aggrieved. Rev B could and should now do well on its own when re-listing and shareholders are anticipating a good recovery. However now it seems Boohoo are potentially trying to steal it from us by replacing poorer quality directors with the respected bob Holt and then who knows what. I have the sense you only have a small position here and were planning to buy in again which is fair enough but imagine you would feel similarly disgruntled at what boohoo may be attempting if you were a larger holder.
HeresHopin in terms of the debt think that was all paid off, it's just the RCF now, this is from FY2022 results:
"During the year, the Group agreed a new £40,000,000 revolving credit facility (RCF) with two banks. As at 28 February 2022 the Group had drawn down £24,000,000 (2021: £Nil) under this facility. The balance is shown net of loan arrangement fees of £449,000. Interest is charged on the RCF based on the Sterling Overnight Index Average plus an applicable margin. The RCF is repayable on 19 October 2024.
As set out in note 1, amendments to the RCF agreement were agreed subsequent to the year end. The agreement contained net leverage covenants. Subsequent to the year end the Group amended the RCF with its lenders, the amended covenants are set out in Note 1.
During the year, using the proceeds arising from the placing on AIM, the Group repaid all previously existing borrowings in full."
I think it was then reduced to £32 million and is fully drawn, they have £14 million cash hence £18 million net debt.
I'm amazed this didn't go up more today...as has been discussed to death on here, Matt M/THG likely rejected an offer from Apollo that was north of £2 only months ago (it had to be if we are to believe that they valued Ingenuity commerce alone at circa 65p).
The main thing now stopping this type of takeover (Matt M not wanting to lose control) is over. Is is connected to his visit to middle east? Seems very close timing.
The RNS is actually slightly mixed in terms of near term trading likelihood after re-reading it.
Positive sounding:
"The board of Revolution Beauty is focussed on ensuring value creation at this critical time for the Company, which is on the cusp of having trading in its shares on AIM restored."
"At a time when, thanks to current management's tireless efforts, the Company's fortunes are finally looking up, with business back on track and re-admission to trading on AIM being potentially imminent...."
Sort of positive but ambiguous:
"The current directors are also confident that, in isolation from any adverse effects resulting from boohoo's recent disruptive actions, the suspension of trading in the Company's shares could potentially be lifted in a matter of days."
Less positive:
"The current directors believe that boohoo's actions create considerable risk to the prompt restoration of trading in the Company's shares and its stakeholder relationships, and appear calculated to destablise rather than support the business"
"As noted above, Revolution Beauty's current directors have, with the support of the Group's lenders and advisers, made good progress in working towards lifting the suspension in the trading of the Company's shares.......Against that backdrop, the fundamental changes to the Company's board proposed by boohoo risk de-railing both of these well-advanced processes, which would be to the significant detriment of shareholders as a whole, and appears to be a strategy to destroy value. The Company will continue to work towards lifting the suspension of the Company's shares from trading on AIM and will keep shareholders updated on this progress."
Derek Zissman - " Boohoo's actions are a clear attempt to destabilise the business at a crucial juncture in its recovery. This will only serve to delay further the lifting of the suspension of trading in Revolution Beauty's shares."
I agree Rocket, Bob will find an equity partner who is friendly to Bob & co and dilute at some point before Aug 7th when the vote would be if it still looks like Boo want to try and be hostile. Dilution not ideal but at-least we'd also get some cash for it.
If boo gets to play dirty then Bob can play dirty too.
This has to get to 71.76p just to match Warpaints valuation and despite warpaints recent good performance overall Rev B should be valued higher.
When you consider ELF which is now valued at £4.67 billion (Rev B is £59 million so this is the equivalent to over 79 RevBs on just over double Rev Bs revenue) then Rev B should be a lot higher.
Obv Boohoo is a danger but I believe Bob will be able to find another equity partner to sell a stake to at some point before a vote that would block boohoo. Obv dilution isn't great but it's better than Boo taking over mangement imo.
Whilst Rev B haven't been great at keeping longer term "end of the month" deadlines, when they've given short type deadlines they have tended to meet them.
On 25th May in "board changes" rns they said "The Company continues to expect to publish its FY22 accounts during May 2023." The accounts came in on the following day - the 26th.
In the accounts RNS on the 26th they said the interims will be "within the next two weeks" and were published a week later on the 2nd June.
Therefore them now saying "On the cusp of re-listing" and the "matter of days" line, there is a good chance of tomo or Fri.
Some great news, surprised the golden share aspect hasn't moved this more, should have more rises to come this week.
Even with todays rise somehow still valued at a third less than Fever tree (£500 million odd less) despite THG Nutrition alone having higher revenue and EBITDA than Fever tree.
Bob Holt is respected and has clout in the city (much more so than those boohoo execs). I don't think he would have trouble finding and convincing other big holders to buy in if need be.
His appointment is just one of things that has yet to be priced in, as-well as the launch into Walmart news and obv most importantly the end of the threat of £0 from major fraud fears that lurked pre-suspension has not been priced in.
Directors do have a fiduciary duty to their shareholders though. If Boo take control with founders and make obviously value destructive decisions and the shareholders sue they could make a good case against the directors if it is all quite blatant which in this case it would be?