Member Info for Hosai

I think the director buys indicate the current board don't view 4. as that likely despite putting it out there as a warning.

Matthew Eatough has acted fast...£160k invested here most of which was purchased at 3 days into the job.

The highest vote boo got on any of the votes was 29% support (for the share allotment question - some Pis prob voted with them on this question so support may actually be lower than 29%).

So by this can assume currently boo would have at most 29/68.4 = 42.4% of the vote (if founders don't vote).

However obv PIs are not great at voting, therefore the fact that Bob and Eatough have taken 0.8% of the shares, likely mostly from PIs will help. Lets hope directors take even more.

Obv boo could have bought more but if they'd gone over 30% would have to make an offer so can assume this hasn't happened.

Davwal, I think more the point is why release an after hours RNS instead of tomo morning, however doesn't necc mean anything.

Whilst with concrete news the directors cannot trade, if for example revb and boo had privately come up with some kind of compromise yet to rns'ed (or more constructive convos) I doubt that authorities would view that to be news that prevented directors from buying, unlike obv acquisition type news or imminent results where they could not buy.

Also 0.5% of the shares likely mostly from PIs gone to Bob, can't hurt in the vote.

Don't think we need Bob advising on which makeup is cool and will sell well, get a good COO for that part. However he's great as a figurehead as he has a lot of respect in the city.

There was another mention in the times but mostly not anything new other than this part:

Boohoo’s next move will be to requisition an extraordinary general meeting for ousting attempt take two.

A source close to the fast-fashion company denies it is trying to get control of the make-up upstart on the cheap: “That’s not a conversation they’ve had in any shape or form. They have this stake and they’d like to see good value for it.”

Revolution doesn’t see it that way, describing Boohoo’s manoeuvres as “value-destructive, opportunistic and self-serving”.

Hereshopin, but they refer to a "further general meeting" (in terms of the two NEDs potential) after having already requisitioned the original general meeting, so sounds like it would be a seperate meeting? Else they could keep adding new resolutions at whim even right before the meeting.

Even after this end of sept date. If one or more of the founders weren't happy with boo they could sell some of their shares to an external party anytime afterwards. For example in say 2024, then boo no longer have the vote and shareholders could order a general meeting to vote Bob in instead.

The general meeting requisition which has to be by Aug 7th at the latest (a meeting date has to be organized by 3 weeks after the requisition and within 28 days of whichever date it's arranged which is Aug 7 latest).

Something I only just realized though is the meeting is only proposing to vote on the removal of Bob Holt, the Chair and the CFO.

However now there are the 2 new NEDs who clearly are Bob friendly, plus Schwartz who is prob Bob friendly So if Bob et al lose they would still have 3 directors on the board for the meantime.

Meanwhile the requisition only calls for 2 directors boo want in to be voted on. This means that even if boo win, because of the 2 new NEDs, Bob et al would still have a board majority for a while longer? (3 verses 2) However boo would have the CEO and CFO positions.

Obviously Boo then stated they would put Rachel Horsefield on the board however this wasn't part of the original requisition so as far as I can see would need to be part of another future vote (as-well as a vote to remove the 2 new NEDs) this would likely take place up to 7 weeks after whenever boohoo requisitioned another meeting for that vote.

So assuming the meeting wasn't requisitioned until after the vote in early Aug which seems most likely then it would be around the end of September before boo could have majority board control? (assuming they won both votes).

Do we think the 3.4% dilution of share options gives management ability to vote with them? I assumed it would but the director buy rns seemed to say Bob only had the 1 million ordinary shares he'd just bought.

Obv boo may not actually have 29% that was just highest vote they won - on the ability to allot shares, prob had some PIs voting with boo on that one.

Surely if as in the article says the founders bound by the shareholder agreement to not vote in a way that affects the companies independence then they should vote to block boo taking it?

The times journalist didn't seem to indicate that there were legal reasons why they couldn't vote (not that there aren't but he seemed to portray it as a choice).

Not sure if the 3.4% management incentive share option dilution can give any voting rights?

Founders have 15.8% each I believe so in total 31.6%, therefore if they don't vote then a maximum of 68.4% would vote.

As Rev B pointed out in the rns the highest vote boo got on any of the votes was 29% support. You would think pretty much any vote that was going towards boo would have been made in that vote as boo would have rallied everyone.

So by this can assume currently boo would have 29/68.4 = 42.4% of the vote.

Hence why the journalist said "it's all to play for" as if there was high vote turnout Bob et al could win. Helps in a small way that Bob and Zissman bought 0.3% of the shares likely mostly from Pis who are less likely to vote. If another big player could buy up some PI shares before AGM that would help.

Obv not clear if boo is still buying though, can they buy with cash from a revolving credit facility? Not sure Rev B debt-holders would be keen if Rev B started buying shares in other companies using their current RCF cash. Also I believe if boo had bought significantly more they would have had to make an offer once their direct shareholding and associates went over 30% so can assume they haven't got there yet?

As said before if the founders were worried about boo they could sell some of their shares to a pro-Bob party who could vote.

"The battle over the directors will be fought again in a few weeks’ time, when another shareholders’ meeting, demanded by Boohoo, takes place. The company says it will be held at the end of this month or early August. It is still all to play for, as a big chunk of the shareholder base didn’t vote last time and may yet decide to come out to play.

This is great fun for spectators but not for those who bought in at the float. Even with last week’s share price jump, their investment has all but been wiped out. Nor is it good for the reputation of Aim, which has an unhappy record of corporate governance scandals and is under the spotlight with the government’s plans to review listing rules. What does the London Stock Exchange, which regulates Aim, make of all this? I asked last week and was told it did not comment on individual companies."

"It went quiet for a bit, with everyone waiting for the likely lifting of the shares’ suspension after the annual shareholders’ meeting, set down for last Tuesday. Boohoo, however, dropped a bombshell the week before, saying it intended to vote against the election of three of the directors, and to install new ones. Revolution called the move “a cynical attempt to seize control of the company without financial outlay”.

That was the high-octane mix that exploded at the shareholders’ meeting. First the chairman, Derek Zissman, tried to postpone the meeting, an idea that was voted down by Boohoo. It got its way in booting out three of the directors, but then saw the tables turned by the sole remaining director, Jeremy Schwartz, who appointed two other directors. The trio then restored the ejectees.

This is unusual, to say the least, and naturally enough was slated by Boohoo. It “contravened corporate governance best practice and disregarded the expressed opinion of the company’s shareholders”. City lawyers I have spoken to say directors in these situations need to have regard for what the company’s articles of association say, and the wider interests of the company.

In justifying Schwartz’s decision, Revolution said there was a danger “key customers” would have stopped dealing with it, and that the shares would not have traded again as planned. Lawyers say that without a proper board, there was the possibility the company’s Nomad (the approved stockbroker required by Aim companies) would have resigned, meaning the shares might have been removed from the market. In a bizarre side plot, Revolution and Boohoo have the same Nomad, the broker and investment bank Zeus Capital.

The records for the meeting appear to confirm that neither Minto nor Allsworth voted. Revolution made a cryptic reference to “undertakings from certain shareholders that they would not vote in breach of their contractual obligations to the company”. What might this mean? If you dig out Revolution’s admission document (published when the shares were first listed) it says Minto and Allsworth signed a “relationship agreement” with the company, common practice where founders remain big shareholders. It says that the pair won’t do anything that will stop it complying with Aim rules, nor use their shares to try to affect the company’s independence.

The company is, remember, threatening to sue Minto, who has so far not commented. If Boohoo gets its way and new directors are appointed, will they continue to pursue him for damages? Boohoo said: “We are not parties to either the letter of claim . . . or Minto’s contractual commitments, and therefore cannot opine on the letter’s contents or legal merits.”

(continued)

"Last week I wrote about the fight for control of Revolution Beauty, an Aim-listed group with an interesting business but a frightful record as a public company. The battle was about to get exciting, but what happened exceeded the wildest expectations.

At a shareholders’ meeting on Tuesday, a rebel shareholder kicked out three of the four directors. The remaining director appointed two others to the board, and the three of them brought back the ones that had been ejected. It is doubtful that has ever happened before, even in the wild and wonderful world of Aim, the junior branch of the London Stock Exchange.

That was not the end of the mayhem. After the chaotic shareholder meeting, the shares, suspended since September, were readmitted for trading. They took off like a rocket, going from 19p to 32p. The dissident investor, the fast-fashion company Boohoo which owns 26 per cent of Revolution, accused the directors not only of ignoring shareholders’ wishes but also of trying to enrich themselves, pointing to about £2 million worth of share awards confirmed after the meeting and the resumption of trading.

By the end of the week the spat had descended into tit-for-tat insults, with the Revolution board saying Boohoo had its own issues with executive remuneration, a corporate version of the playground retort “Takes one to know one, nah nah!”. Looming over this is a possible deus ex machina in the shape of Revolution’s two founders, Adam Minto and Tom Allsworth, who together own 30 per cent, enough to decide the battle. To date they have stayed on the sidelines.

So much is happening that you might wonder whether the Aim market has been infected by Ben Stokes’s Bazball, where cricket tactics have gone out the window in favour of entertainment and attack at all times. It is worth taking a deep breath and working out where all this came from, and where it may be headed.

To recap: Revolution sells beauty products aimed at young people and embraces fast-fashion, where lines change quickly, and modern marketing, where online influencers and Instagram matter most. In short, a company for our times, and so it looked when it listed on Aim two years ago. It was then valued at £495 million, making millionaires of its founders, but the shares slid fast.

Having started trading at 160p, they were suspended at 19p after the auditors refused to sign off the accounts, and an investigation found all kinds of problems: inflated sales; payments to distributors; undisclosed personal loans approved by the directors and more. A new board and top management were installed who set about trying to sort out the mess, including sending a letter to Minto (who had stood down) warning that they might seek damages. Along the way Boohoo bought in, becoming the biggest single shareholder."

(continued)

Surely pretty much everyone who was going to vote for boo voted at the AGM (they would have rallied all their troops) but they only had 29% of the vote.

Assuming the founders abstain again at the next vote then if everyone actually voted and voted for Bob then boo would get 29/68.4 = 42.4% of the vote.

Therefore it would be appear quite close, could still be blocked with high turnout vote by PIs.

Founders could help more by selling some of their shares to another party who can vote.

Not sure to what extent boo can buy more if they are using the revolving credit facility (they don't have much cash beyond that), not sure it would allow investments as how they use the cash?

#RevB founders

Technically speaking Rev B holders don't even need to do this by Aug 7th, as boo could get in and then the founders could sell to external parties later this year who vote with Bob against boo. Bob could do what boo are doing now at that point and demand a general meeting to replace them with him.