Member Info for Hosai

I like his message...I don't think he is ever going to be a "normal" CEO, however everything he says about the LSE is true.

Silverlight think there would be legal issues with doing a placing that only goes to the largest shareholder (the directors are Rev B directors not boo apart from the 2 who openly have conflicts of interest and labelled as non-indepenent) however even if possible I guess would go back to saying if the Rev B founders suspected that route they themselves would have found a way to be stopping that (by voting against or selling some of their shares to someone who can vote against boo).

Also even in this case scenario, now boo have bought at 32.6p they would be bound by the takeover rule to offer this as the lowest price to all shareholders.

I don't think they can afford this though as doubt they could use the RCF to make large acquisition buys. Therefore think they would try and stay under 30% else they would have to make a fully funded offer for at-least 32.6p a share to all shareholders which I don't think they can afford.

How would they do that Silverlight, are the going to max out their RCF to buy it? They only own 27% odd.

Or if they are doing it via taking control of management, why would rev B founders allow that? Unless they think Boo being in charge would be good for Rev B sp, in which case boo eventually having control wouldn't be a problem.

I think it's just as much the end of Aug for accounts that has hit the sentiment. Is a crazy with this share instead of focussing on the normal things such as how well the company is doing most of the focus is on timing of when they get the accounts out and concerns about the largest shareholder.

"If you think boohoo have gone to all these lengths not to install their own CEO then I’ll have some of what you are smoking mate"

I guess it depends what you mean by "their own CEO".

Do you mean they pick a CEO who they think will do best for Rev B share price (and indirectly to a lesser extent boo)? Or for boohoo share price?

According to the rns the ceo will be independent. It's true that in future these things will come to a vote, however I still think the vote is roughly 50/50 as to the winner (if founders abstain) else why did both sides compromise? If Boo were certain they'd have won they myswel have waited for the general meeting and got 100% what they wanted. Ultimately they only own 27% odd.

As I said in previous posts I think the founders will support boo influenced CEO/directors picks if they believe it will make the Rev B share price go up, but obv not however if the focus is primarily boo sp.

As has been discussed the founders together have the biggest shareholding here (bigger than boos). I can only see 3 options for whatever the relationship is between the Rev B founders and boo:

1. Boo want to keep the sp suppressed somehow in order to buy Rev B low eventually and the founders will allow them to do this.

2. The Founders believe that boos influence will be most likely to get the sp up therefore are currently not interfering.

3. The founders believe that boos influence will be bad for the Rev B sp but are powerless to act as they are not legally allowed to vote.

In terms of scenario 1, the founders will still be very attached to Rev B (Minto still likes/loves every Reb B post on linkedin). They will always be known as the founders of Rev B as won't want to see it in any way fail. They likely believe the sp will re-rate back to highs (their shares are down from 160p - their joint holdings together at that point were worth £157.5 million). Boo could offer them boo shares but they may not even be bullish on boo.

In this scenario I believe would boo would have to offer them together at-least around £100 million either in cash or boo shares, obv there prob be lots of legal issues with this and still not sure they would want to do that.

Boo would then need to buy out the rest of the shares still. If they wanted a standard takeover the minimum they'd need to pay is 32.6p a share after having paid that yesterday.

If they wanted to do it via some murky forced admin route, they would risk losing their entire holding and some other company such as THG buying Reb B instead. They would also have to convince all the new directors such as Catto, Horsefield to be presiding over the sordid affair.

In terms of scenario 3, the founders would surely sell some of their shares to a party who does not support boo. It would soon be clear boo can not win in a vote, a general meeting could be called and the boo friendly directors forced out. The founders may not want to sell any of their shares but it would still protect the rest of their shares if they did not trust boo.

Therefore out of all three scenarios I think 2 is most likely.

They don't control the BOD, CEO will be independent. Only 2 of the 9 directors will have connections to boo, unless boo are going to be bribing Horsefield and Hallet via boo cash/shares to compromise their independence and careers.

Which aspect Wolf?

Boo tried to force through a vote Bob had wanted to give shareholders more time to ponder considering it was a very big decision (and boo hadn't given much notice at all). Why were boo insistent on not waiting another month when the meeting and vote would have been anyway?

Then boo won the vote (after hardly anyone voted as Bob had told shareholders to do nothing), and the last NED who's job was to look at everything in balance hired the 2 NEDs proposed and they re-elected directors to get the share re-listed. You had the sense boo were annoyed it got re-listed.

So it was the independent NEDs who made the decision not Bob?

MHL yea fair enough, it is harder to have conviction when the sp seems gloomy however ultimately Boo still only own 27% odd (maybe 28 with Kamani?).

I can't see the founders abstaining from voting forever if they grew unhappy with boo's influence? I imagine atm they believe boo will make the sp go up. If they aren't allowed to vote and grew unhappy they could sell some of their shares to a non-boo entity who could vote.

Obv Boo have just spent another £1.25 million, if they went over 30% eventually would have to make a valid offer to all shareholders at a minimum of 32p, not sure they would be able to do this using their credit facility so think they would avoid going over 30%.

"If they do this, then they only have to deal with the Founders and Im sure that they will be able to come up with something to sweeten them."

"Sweetning them" sounds quite trivial for something that would have to be major sweetening. The founders will be attached to the company and together own 31.5% odd of it (slightly reduced now after the dilution). They will likely imagine their holdings re-rating significantly in the future and may not even by that bullish on boohoo. Therefore boo would need to be paying them £100 million odd either in cash or boo shares imo to "sweeten them" to accept a low offer.

Boo would then have to pay to buy the rest of Rev B shares at a minimum of 32.63p which was the price they bought today if they wanted to own it.

Boo have spent £1.27 million more on Rev B shares today but their % position is only slightly higher than before due to the management shares dilution.

Warpaint are on £206.7 million market cap, Rev B £98.5 million.

Warpaint predicting £81.8 million revs this year, Rev B predicting around £205 million revs this year from my calcs (though the 60% Q1 sales increase is still a mystery)

However Warpaint predicting better bottom line (£16.5 million EBITDA - Rev B "high single digit EBITDA (but also made £3.5 million for Q1 which would put them more on course for say £14 million?)

Warpaint as of 31st May cash = £7.5 million and no debt (but no access to further liquidity such as revolving credit agreement).

Rev B of as of 31st May cash = £14 million with £32 million debt which matures Oct 2024.

Social media following is much larger for revolution and revolution much further embedded in USA (Walmart, Wallgreens, Target).

Personally I see Rev B as being worth more all things considered. Their market cap for rev B would put Rev B at 66.73p a share.

Obv the comparison with ELF beauty (worth £5.02 billion on predicted £546 million revenue - though much better margin than Rev B) is another story.

Wonder what is to come of the legal proceedings against Minto?

Agree on solid ground. ELF beauty currently at £4.94 billion market cap. They could dilute by just 7% and raise £346 million!. If they offered this for Rev B would mean 111.7p a share odd.

Not sure whether it would be accepted but crazy they could dilute by say 7% and if they gained Rev B they would be increasing their forecasted revenue by 36.3% and EBITDA by 12% odd increase and that's before synergies etc.

That's fair enough Wolf I guess though to go back to my point the founders together have 31.5% odd. I can't imagine it will be the case that they will never vote again. Or will eventually sell to people who can vote.

Obv boo could buy the shares but then they would be obliged to an realistic and funded offer for whole company if they went over 30% and am not sure why want to go that far.

So imo it's more a case of influence rather than control which with 26.6% shares is prob appropriate. I'm not anti boo though, just obv want my Rev B shares to rise. Lets hope both companies can do well moving forward.

" they are boo appointees through right? They will be carrying out the wishes of Boo."

Wolf what's in it for them to carry out the wishes of boo? Is booing paying them with cash/shares? Surely for their personal careers they want to do the best for the company they will be working for (Rev B).

404x, "Claimed Blackrock employee was pumping THG in Linkedin comments of all places". No I didn't, I realized with everyone else after about half an hour he was fake?! Even for ppl who believed it's not really "bad call"?

"Claimed Minto was responding to him in Times comment section"

I said he liked a comment I made under a Rev B times article (made under a family user name who I use the times account of). On the times no-one sees who likes comments other than the person who made the comment and even then you only get notified of the some of the names so extremely low reward if it was a fake person. Not sure why you are so certain this can't be true that would have liked a comment on an article about Rev B the company he founded?

"wouldn't allow even mild critical discussion of some of RevB board's actions without endlessly arguing against"

I'm long on Rev B but think you are exaggerating here again, I often just disagreed, I don't "not allow" criticism.

It will be an independent CEO, only two of the directors have connections to boohoo so have been appointed as non-independent execs. So from what I see it's 2:7? Peter Hallett and Rachel Horsefield are independent NEDs.

Unless boo are going to be paying off Horsefield and Hallett with boo cash/boo shares as a bribe to risk their careers and not be independent.

T4G they did appoint them but Rachel Horsefield and Peter Hallett don't have any obvious boo connection? Therefore my point was more maybe boo just think they would be good for the job rather than a means of taking control as some are hinting. Either way am hopeful we can move forward now and both companies can do well.

Market doesn't always react straight away. It might not have loved the results being predicted out at end of August. However I find it hard to imagine another audit delay when they will have agreed with accountants how best to account for everything previously and said themselves they likely went overly prudent with interim 2023 results for example.

A good new CEO will obv be a good catalyst. At some point this has to move up higher towards Warpaint and even ELF imo.

404x Rev B will appoint an independent ceo so don't see how removing Holt removes a "barrier of control" for boo. Boo will have an influence with 2 out of the 9 rev B directors but obv not control.

The Rev B founders together have the largest holding of circa 31.54%, they aren't going to abstain from voting forever. If boo tried to take more board control founders would vote against it (if they believed it wouldn't be good for Rev B share price). Boo only own 26.6% or so (maybe 28% with Kamani holding etc). Everyones holdings have been diluted a bit as-well by Bob's share options.