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Also as-long as Rev B can re-list before that Aug 7th date then Holt/CFO can get their management incentive shares which would dilute by Rev B 3.4% making it even harder for Rev B to gain enough shares.
In some ways one usually shouldn't hope for dilution but in this case it would be useful.
Rev B can delay Boohoo getting directors in until 7th August latest under general meeting timeline rules.
This should be more than enough time to re-list. Shares will re-rate and Boo would have to buy at the higher prices to try and get to a % that would let them TO with the founders.
They'd then have to offer the highest price by any of the takeover party in the last 12 months so if there is a frenzy on re-listing and they buy some at a high point that would be the lowest price to buy out the rest.
This is all assuming the founders want to buy out the whole company with Boo instead of just letting their shares naturally re-rate.
I think I was actually mis-reading the date rules for extraordinary general meetings as was the one requested by Boohoo. It says as follows:
Directors' duty to call meetings required by members
(1)Directors required under section 303 to call a general meeting of the company must call a meeting—
(a)within 21 days from the date on which they become subject to the requirement, and
(b)to be held on a date not more than 28 days after the date of the notice convening the meeting."
I think therefore this effectively means Rev B could delay this meeting for a maximum of 49 days from today. (21 days to call the meeting and then 28 days from when they have booked in the meeting).
That would mean Rev B have until Monday 7th August latest to have the general meeting requested today where Boohoo would potentially be able to vote their directors in if the founders voted with them.
https://www.legislation.gov.uk/ukpga/2006/46/part/13/chapter/3
If you look at DX group plc they were suspended for 9-10 months in 2022 with bribery investigation etc then released delayed accounts and then delayed interims. All that was said about re-listing at their interims was - "The Board remains focused on seeking the lifting of the suspension to trading of the Company's shares on AIM, as well as improving internal processes to meet its corporate governance objectives".
There was no more information given until exactly 3 weeks later when at 7am they had a restoration of listing rns and resumed trading that day at 8am. Obv for Rev B 3 weeks since interims would be this Fri.
Oke says this is a different AIM exchange which may be but still think it's worth noting.
MHL the way I see it Rev B would have until 17th July (if they delayed the meeting to the latest date allowable) before Boohoo would get their directors voted in. Boohoo/founders can't stop Rev B re-listing before then if Rev B manage to make it work with AIM.
Bearhunter, Rev B can delay until 19th July for this vote though - This is the rule on timings for "extraordinary general meetings" - "If the request is properly made, the directors must within 21 days call the meeting for a date not more than 28 days after the date of the notice calling the meeting."
That's still a fair amount of time to re-list before they could vote their directors in.
https://www.companylawclub.co.uk/calling-general-meetings
Pumpky I'm not sure how many PIs there are in Rev B, but obv Boohoo/founders make up 58% and they would all vote. I'd imagine all the corporate holders in the 42% non- Boohoo/founders contingent such as UBS bank would obviously vote against takeover, it would only be some PIs who would forget to vote.
Therefore I think you'd be talking about a few percent of the total not voting in such a crucial vote.
Surely there is strange conflict of interest here. The brokers responsible for getting Rev B re-listed - Zeus (NOMAD): Nick Cowles /Jamie Peel /Jordan Warburton
Meanwhile Jon Goold who is ex CEO of Zeus capital is an NED at Boohoo.
It may have been a surprise but equally I believe Bob Holt would have been aware of this threat. I even emailed about these kind of fears in late May - just to repost his reply:
"Many thanks for your email.
We share a lot of your thoughts and remain hopeful of a relisting very soon.
We are well aware of the ELF valuations and aspire to be regarded alongside them.
Fingers crossed for a couple of years of increasing valuation without any predator knocking on the door.
Thank you for your support.
Bob"
Appreciate your post Bear Hunter but Boo as management are not currently in control - Bob Holt is. Does anyone know how possible it is to delay an AGM even if for a flimsy reason? They could buy enough time to be do whatever needs doing with AIM and re-list first and get the sp re-rate as-well as the management incentive dilution before Boo try and oust the management.
It's important to note as stated many times even if Boo and the founders have joined forces they only have 58.2% of the company which gives control but they need 75% to force a takeover. Where will they get the 16.8% from?
IMO if Rev B is allowed to relist it will fairly quickly be above 80p. Boohoo would have to be promising a lot of different things to different holders to try and persuade them their route as a private vehicle is a better one than a quick 4x liquid gain.
Oke if you mean dx group are on a lesser exchange then surely it would make sense for rev b to take even longer than 3 weeks post results to relist? Meaning we can't make any assumptions about the delay such as thinking they would have re listed by now.
Still not seeing the advantage for the founders of joining with boohoo here. Imo rev b share price if allowed to re list would be back over £1 a share within months or even weeks/days. That's a 500% gain for the founders. I don't see the allure of instead of that moving their holding into as you described as illiquid private vehicle within boohoo.
Oke, how do you know Rev B "would have relisted by now"? As I posed before DX group had a similar 9-10 month suspension then after releasing delayed accounts and interims they finally re-listed 3 weeks after the interims. For Rev B 3 weeks since the interims would be this Friday.
From what we can see from rns the banks are still supportive of Rev B - "The business continues to enjoy the support of its banking partners who share the Boards view that the business is now well placed to deliver on the next phase of its potential. The global demand for our products continues to grow at a pace."
Also says this in going concern section -
"The lenders have also confirmed their present intention to waive any further Event of Default which might occur as a result of the audit report to be issued by the Parent's Auditor in respect of the financial year of the Group ending 28 February 2023 containing qualifications which are substantially the same as qualifications in the financial statements for the year ended 28 February 2022."
Oke don't think it quite makes sense. Their shares fell from 160p to 19p. I think they would would imagine a good chance of their holdings recovering on the public market. Having their holdings move to a private vehicle within Boohoo seems a bit more uncertain and difficult to deal with.
Also we don't know if Rev B need to raise anything (nothing was mentioned in any Rev B trading update so far). Even if they did however need to raise some money to ward off the risk of the current debt holders demanding their money due to share not being listed they would only need around £18 million pounds (£32 million debt less £14 million cash) or maybe a tiny more for leeway. I don't really see why they couldn't raise £20-£25 million cash as debt. They had £80 million debt pre-IPO. This would surely be in the best interests of Rev B shareholders whom the current board are representing.
If it is the case that AIM require that Rev B do a raise because of the threat of the current bondholders pulling their money due to not being listed then Rev B only need to raise £18 million from further debt to cover the current debt (£32 million debt less £14 million cash). Therefore say a £20-£25 million debt raise for a bit of leeway.
How could aim continue to object after that? Bob Holt could surely raise it, he might even have that kind of money himself. Obv it would be at a high/bad interest rate but would still be a far better option obv than a low hostile takeover.
Happy, I think you've got this all wrong. If Rev B went into administration all it would mean is Boo lost £15 million. They would also then have no priority over anyone else who wanted to buy Rev B at that point. Not sure why you think they are going into administration anyway.
You should be happy, Boohoo's buys were at a great price. Look at Rev Bs valuation to revenue next to other similar companies such as Warpaint and ELF Beauty.