Member Info for Hosai

They haven't called a second meeting yet, there is no rns yet.

You would think boo would have requisitioned a second general meeting already, why are they delaying? They could have done it straight away post-AGM.

The vote for the first meeting in early Aug even if they win wouldn't give them board control (2 boo verses 3 current Rev B).

When/if they did ask for the second vote it could take up to 21 days to organize it and 28 days after that to have it. So could be looking at late Aug even if it was asked for today. So each day boo delay they are delaying when they could have board control.

Makes me wonder about the paragraph in the article suggesting "Peace was not impossible" between the two companies before first EGM.

The sky news writer kleinman is the same person who tends to leak stuff on thg.

Don't think it's that simple AJC, else it would happen all the time?

As I've said before such a doom-ish scenario could happen to any company theoretically, including boohoo themselves. A concert of boo holders making up over 50% of shareholders could seize control of the board, breach the RCF covenants and force boo into a distressed state then negotiate a pre-admin deal where they sell boos assets to a new company the over 50% boo holders have made.

Surely this would happen all the time as it would be a great way for over 50% holders to gain cheap assets?

I also don't think the three directors boo have suggested would be thrilled about how their cv will look if they are known for being in charge of a company that goes into admin.

Doesn't add up though, they can't steal it without paying a fortune to the founders for the loss of where their holdings could have climbed back to.

If the founders didn't trust boo they either wouldn't vote with them or if they can't vote would sell some of their shares to a party who can ensuring Bob won the vote.

Therefore I can't see how boo get is cheap in a way they have previously with other companies.

As mentioned before if founder abstain they appear to have around 42.4% of the vote. Private investors prob hold around 14%. Potentially just need prob half of private investors to vote (obv in favour of Bob) to block boo.

Obv boo may have won over other parties to their cause however if there intention was to trash Rev B as some claim then they boo in addition to the founders would have to be rewarding these players £ wise to compensate them.

Slightly mixed article...sounds hostile still but also says this - "One person close to the situation said an attempt to broker peace between the two companies was not impossible ahead of the first EGM, which is expected to take place in about a month's time."

Depends on turnout Oke...if founders abstain then going by the highest vote boo won at agm which was around 29% then boo likely would have around 42.4% of the rest of the eligible vote (29/68.4).

Obv PIs are less good at voting in general however I think this vote in particular would attract high turnout, directors also bought some shares likely mostly from PIs which reduces dependence on PIs a little.

Imagine pretty much any PI following this share who has already voted this weekend will not have been influenced by for the "board recommendation". Have until Aug 1st to vote.

Have just voted against, I have 210k shares now (238,181 shares including family) so our votes were worth 0.072%, every vote helps.

Deathshares it's hard to say, if founders abstain then going with the highest vote in any of the resolutions boo had at agm which was 29% for dilution question then boo would have 42.4% of the vote (29/68.4).

Therefore not a majority however would need a strong turnout from private investors. It helps that the directors recently bought a few shares likely from PIs, as each buy from PI's makes the vote slightly less dependent on them.

Also you would think PIs would be a lot more informed in this share and about the vote than in a "normal" meeting.

Hereshopin it's true it's not unreasonable of a shareholder of their size to have a seat however obv it wouldn't reasonable for them to have all the choices of seats either with 26% odd, which seemed what they were/are attempting.

Also when Rev B spelt out a rather doomish type scenario of boo taking over (rightly or wrongly) boo didn't seem to put out much of a rebuttal to this idea.

#not boo execs but boo picks

Interesting, so even if boo win this specific vote they would still be 'outnumbered' on the board for a period as they'd still be Schwartz and the two new NEDs still there but only 2 boo execs (but the boo execs would be in ceo and cfo position).

Will be interesting to have more info on how Q1 results match with the FY24 forecast.

As has been discussed they recently re-iterated high single digit % revenue growth for the year however for Q1 they reported 60% revenue growth.

From interim results their H1 23 had £75.3 million revs which was 3.4% down on H1 22 £78.6 million revs. So a likely a fractionally weaker comparable for FY24 but not enough to explain away 60% increase q1 24!

Taking figures at face value you would assume Q1 23 was around £37.65 million (half of H1 23) and therefore a 60% increase would be around £60.24 million for Q1 24.

It could be the case that Q1 2023 had accounting adjustments to be terrible, but in that case Q2 2023 would have had to be amazing to make up for it, as H1 23 only down 3.4% on H1 22.

Obv there is a similar confusion with EBITDA at £3.5 million q1, almost half of the "high single digit" ebitda predicted for the year.

Perhaps they foresee a large cost coming in from a launch or something at some point?

They have to have made a date for the General meeting 21 days after it was called for which is monday (then have it within 28 days of monday) so likely there will be an rns soon.

Sorry guys...the paparazzi just took a photo of me wearing a my protein shirt however I am a very low status influencer, THG have just let me know my contract is over after one day. Sp be ok from now...

If Bob H can line up a big buyer this month it could be quite impactful...

If founders don't vote then boo have 42.4% of the remaining vote or so (going by boos highest resolution win in previous AGM), so strictly not a majority however PIs are less good at voting. If Bob can line up a large buyer to take more from PIs then Bob et al would be too strong for boo.

Already helped that directors have bought 0.8% or so of the share capital.

But PhatJ to make an offer don't you have to actually have the money in which to make the offer?

It doesn't seem they have the money unless they use their lenders money.

They can't just do a fake bid - "Where an offer is for cash, or includes cash, the financial adviser to the bidder will have to confirm in the formal offer announcement and the offer document that the bidder has sufficient funds to satisfy in full the acceptance of the offer. This is typically referred to as the "cash confirmation" exercise. As such, the bidder will need to have appropriate arrangements in place to finance the offer before it formally announces it. Where bidders do not intend to finance an offer exclusively from existing cash resources, a facility providing certain funds will need to be available before the formal offer announcement is made."

https://www.burges-salmon.com/news-and-insight/publications/guide-to-public-takeovers-in-the-uk

So all depends if they could use the RCF for a bid which seems unlikely?

Redhammy I would say 90% boo as main obv thing holding it back, with 10% wariness around another audit delay, though I'd say this seems unlikely given they seem to have agreed with the auditors on how best to account for different things moving forward.

Not sure they can afford to make an offer, from my calculation for them to buy the remaining shares (that aren't theirs) in Rev B it would cost them around £80 million if at 35p a share.

At the last results they had £5.9 million net cash plus a £325 million revolving credit facility. So would depend if they are allowed to make acquisitions using the RCF which seems unlikely? Would effectively be trying to buy Rev B using their lenders cash.