Member Info for Hosai

Clearly the founders were voting with boo, but we're meant to believe they never communicated with each other about this (as if they did communicate they broke the rules coz it has to be made known publicly as acting in concert).

That's crazy, wonder if boo regret voting in Jeremy Schwartz he was the last loyal to Bob. Maybe he doubled crossed boohoo, perhaps a double agent for bob?

"We are happy to inform shareholders we are now on an even shorter cusp of a re-listing (or a cusp of a cusp)."

200% is 57p, I wouldn't call that unachievable first day. 100% is only 38p.

Could be oculus...perhaps the issue with re-listing is actually the 3.4% dilution management incentive shares/bonus due to come into being on re-listing as if there is uncertainty as to who will be management it is obv harder to justify management incentive shares.

Could add that even with all those negative points I described it would only get them 58% of the company, would still have a further challenge to get the 42%. What if other parties make takeover offers? Boo wouldn't be able to control that.

If in on the day/the days following re-listing this gets to say £1 or over and boo or the founders buy even 1 share at that price then the takeover panel would deem that they are bound to offer all other shareholders that same price as a minimum for the following year.

Obv they could go the other route and try and manipulate it into administration (which seems a lot harder after that Friday rns) however in that scenario they wouldn't have any control over who buys it out of admin. They wouldn't have any advantage, as their own shares would have become worthless too.

Hopefully boohoo can be persuaded to join the light side. There would be benefits for this:

- I.e not having to dilute boo by 25% odd to compensate founders for losing the potential of their large Rev B holdings that are primed to re-rate (don't think boo could use cash their only real cash is their revolving credit facility).

- Not losing the potential of their own £15 million investment.

- Not having to convince their proposed directors including Rachel Horsefield to be part of some kind intentional destruction of value (if this is to be believed) in order to be bought cheap. Surely these directors all have egos and are career driven and wouldn't want to preside over what we be viewed as failure? (not even sure how possible this doom scenario really is but is obv given as a worst case scenario and was alluded to in the Rev B rns but maybe was just overly cynical to persuade ppl to vote for Holt et al?)

- Not risk legal issues if it appears they have acted in concert but haven't publicly proclaimed to be (especially if they are acting in concert to gain control with the very founders who had to step down for fraudulent activities).

- Not have no-one ever trust their management again. Bob Holt made it sound like they had basically doubled crossed Rev B.

Boo can only buy more at whatever price there are sellers. I can't see there being that many sellers that would help them buy in bulk after just released 60% revenue increase for quarter 1 and launch into walmart during suspension etc.

A high sp on re-listing would make it harder for boo to try anything dodgy imo and make them have to pay a fair takeover price if that is their true aim.

Plus Bob and co management incentive shares would kick in at 3.4% on re-listing, and technically speaking they would have till Aug 7th as latest when they would have to do the vote boo proposed in which to potentially do a raise to try and frustrate boo (even if obv that wouldn't be the official reason given for the raise).

Therefore I think now with that great Fri that it would be better to be back trading.

Obv not sure how it will play out though, haven't heard much about the capital markets day proposal recently.

Kn0wles if you look through it was a mixed rns though with zissman saying all this will do it delay things etc.

Even the "in isolation" quote reads to me them saying if it wasn't for boo we could have re-listed within days (i.e prob end of last week).

What they didn't make clear is why the boo rns would delay things.

Though in the same rns and also the Fridays rns they have the "on the cusp" line, so quite mixed messages overall.

Rev b would have great momentum if it can relist soon after those great figures in the Friday rns imo.

I don't think it's a simple as taking over for peanuts when according to last rns is performing very well, much better than boohoo are doing.

If they can take it over in this way then why doesn't it happen more often? Why don't over 50% investors take over companies then rob the under 50% investors all the time? It would be a little earner. It could just as likely happen to boohoo.

Obv in terms of actual takeover vote they would need 75% rather than 50%.

After such a great rns on Fri boo would need to offer a fortune in boo shares to the founders (diluting boo holders) to encourage the founders to forego the likely rise in their holdings. The founders together would then own potentially 20-28% of boo and boo also wouldn't get the rise on their £15 million holding. They would then own 58% and would need 75%. Assuming it would re-list before such a vote Bob Holt and team management incentive shares will dilute by a further 3.4% on relisting.

If boo and founders are indeed in concert together then technically speaking this isn't allowed unless made public and they takeover panel would insist they have to make an offer to all holders.

Also if boo actually buys the founders shares off them the takeover panel would insist they offer all shareholders the same price paid to the founders at a minimum.

Bob Holt could hopefully have the power to try and private placing as a last resort by early Aug if the still believed boo were to be hostile rather than collaborative.

Lets hope so Andrew, as I said before whether boohoo were indeed planning on a big move or not they created some uncertainty and would have been primed to buy as soon as it opened. Maybe Bob H was wary of that, following that rns on Fri there will be a lot more general buyers and over the weekend there's been more time for the results to be read in news etc.

Management was going to dilute by 3.4% as incentive shares anyway on relisting and seemed able to do this without seeking permission, therefore clearly they can allot shares despite the company rules having expired.

Plus they could legitimately argue they wanted to block the former founder who had committed fraudulent activities from gaining control of the company again and therefore acted to protect shareholders (only way I can see boo has the votes for control is if they are in consortium with the former founders).

I posted about that yest ajc2. From what I understand normally the board are authorized to be able to offer non -pre emptive shares (shares that go to one equity investor not to all holders in proportion to their holdings) but only up to certain limits.

Rev B had the standard availability to dilute for 5% for general and 5% for acquisition. However from what I can see in the IPO admission document, all the rules for Rev B board expired 15 months after IPO. Obv normally they would have had an AGM to vote for new ones but it's been delayed due to the delayed accounts. So it's not clear where that leads them. However in late 2022 the general guidance on non pre emptive shares changed to advice that companies could dilute up to 20% in this way, rather than 10% as before. Maybe this means Rev B could argue as this is the general rule and they are now in an unusual position they could therefore dilute by up to 20%?.

I also wonder even if stricyly they couldn't, what if they just...did it anyway? If it meant not losing control to a malevolent consortium it would still be a worth a law suit?

"The PEG’s 2015 principles restricted companies to seeking authorities of no more than 5% of their issued ordinary share capital (ISC) for general purposes, and a further 5% of ISC to be used in connection with an acquisition or specified capital investment. Those figures have now both been raised to 10%. In addition, companies can expect shareholder support for additional amounts of ‘2% + 2%’ respectively to be used for the purposes of making a follow-on offer to retail shareholders.

The ability to issue up to 20% of ISC for any purpose was approved temporarily by the PEG during the initial stages of the Covid-19 pandemic, subject to many of the same conditions set out in the revised statement of principles. That this was generally perceived to have been successfully implemented by companies has led to the increase in the limits on a permanent basis."

https://www.pinsentmasons.com/out-law/analysis/freedom-non-pre-emptive-uk-share-issues

I've just been thinking...if it it the case that boo have got the founders on side in order to get control to then perhaps surpress the sp so they can buy it cheap (in a worse case scenario), they would surely have to have offered them a princely sum to pay them for no longer seeing the re-rate in their Rev B holdings.

Surely whatever equivalent price they have offered the founders, even if the value is via boohoo shares. Wouldn't they be obligated under the takeover code to offer this as the lowest takeout price to all Rev B holders? (the boohoo shares value given verses the value of their former Rev B shareholdings would give an equivalent Rev B price).

It's the essence of the takeover code:

B1

5.7.21GENERAL PRINCIPLES

1. (1) All holders of the securities of an offeree company of the same

class must be afforded equivalent treatment.

(2) If a person acquires control of a company, the other holders of

securities must be protected

This part also seems noteworthy:

Without prejudice to the general application of this definition, the following

persons will be presumed to be persons acting in concert with other persons

in the same category unless the contrary is established:

(1) a company (“X”) and any company which controls#, is controlled by or

is under the same control as X, all with each other;

(2) a company (“Y”) and any other company (“Z”) where one of the

companies is interested, directly or indirectly, in 30% or more of the equity

share capital in the other, together with any company which would be

presumed to be acting in concert with either Y or Z under presumption (1),

all with each other;

This seems noteworthy because I can't see the founders effectively selling their shares to boo for less than £1? After this update I can't even see the founders selling for a pound tbh with the Walmart launch and the fact that they founded the company and must still be attached to it. If this is the case the takeover panel would insist all Rev B holders have to be given the same offer?

https://www.thetakeoverpanel.org.uk/wp-content/uploads/2023/06/504744_03_The-Take-Over_Bookmarked_22.05.23-updated.pdf?v=22May2023

Another thought I've had in terms of the boo move...what if they don't really intend to actually make any big moves but just want to gain some more cheaper shares when this re-lists?

Their rns clearly created some uncertainty (and even if the founder(s) aren't with them they are prob not going to publicly state they are not?) which could have subdued things when this re-lists, the only party who wouldn't be uncertain when this re-lists would be boohoo ready with dry powder.

Obv Rev B's great RNS on Fri will have alleviated some of this negative effect however.

6 of the 15 new finding nemo collab products are sold out on the US site - https://www.revolutionbeauty.us/makeup/collaborations/revolution-x-disney-pixars-finding-nemo.list

Looks like they are having a good promo campaign for it - https://www.instagram.com/p/Ct2HN7PuTw9/?hl=en

The collab is launching exclusively into Walmart stores today (following on from the exclusive Fortnite collab). Then also in DM Deutshland, in August. DM is a large retailer in Germany and has other stores in Europe.

I'm not sure the reducing revenue point would make sense because obv they have re-instated the accounts to show only the genuine revenues for FY2023 in line with the investigation findings etc. So surely they were comparing genuine revenues from Q1 24 with genuine revenues from Q1 23.

It isn't out of line with peers such as Warpaint and ELFs growth in this period. However it is out of line with the "high single digit revenue % growth for FY24 year forecast". Unless they were going crazily prudent with the FY forecast.

I agree they were brilliantly timed buys but I suppose going back to my point if it's believed boo do not ultimately want the Rev B sp to rise (due to wanting to buy the whole thing low) and the only way to stop them is dilution then dilution wouldn't be such a bad move.

In terms of Bobs age I do agree perhaps there could be a more relevant board but he is very well respected in the city in general as a CEO after what he did with Mears group. I doubt Bob knows or has much input in the specific beauty/makeup side of things but seems like a safe pair of hands to have at the helm.

Also I would say it does seem a bit harder for boo to claim Rev B needs to focus more on growth when Rev B just announced 60% growth yoy for quarter 1 (am still a bit perplexed by this though as their forecast for the year was/is? high single digit % revenue growth).

Well normally I would agree dilution to be bad wolf however many on this message board seem to be keen on the idea of taking control of Rev B, then in some manner getting it's sp down and then forcing a low takeover from the minority holders.

Not sure how possible that truly is however for whatever reason Bob H did spell that kind of thing out as a possibility in the rns but perhaps it was just a way of persuading holders to vote to stay with him and his team instead?

From what I can see Rev B can delay the meeting and vote till Aug 7th latest.

Something I have wondered about if Bob continues to view boo as hostile rather than collaborative is if he could do a private placing with another equity partner.

The IPO admission document rules expired 15 months after IPO which was in Dec 2022. They haven't had an AGM due to the accounts delay and 10 month share suspension etc. Therefore technically they are in no-mans land.

In the IPO admission document it refers to non-preemptive shares (shares that can go to one party instead of to all shareholders in proportion to their holdings) and gives standardized permissions to dilute by 5% for general purposes and 5% for an acquisition. Not sure how much they have already used any of this or to what extent the proposed nil cost 3.4% management incentive shares to kick in on re-listing would be bound by this or if its seperate.

However the new guidance actually suggests that companies should be able to dilute by 20%.

Considering there is no current agreement due to expired AGM which is due to shares being suspended for 10 months for fraudulent actions by previous management, could Bob not just go with the up to 20% dillutive private cash raise with another equity partner/partners by Aug 7th? This would be enough to block a potential hostile takeover. He could make an argument that this is now the standard therefore this is the only thing management have to go by in the unusual situation Rev B find themselves in.

He could also argue that it was feared the previous CEO (who had to step down for fraudulent activities) was going to gain control again and this would put shareholders at further risk. Therefore the raise with an external party was done to protect shareholders interests. This would technically be true.

Again obv I would hope it not come to this and have no idea if it would be possible and would probably result in legal action from boo, but most rev b holders would be happy if it meant boo not gaining control (only if it appeared boo had bad intentions, if boo were collaborative I don't think Rev B holders care as-long as the sp goes up).

https://www.pinsentmasons.com/out-law/analysis/freedom-non-pre-emptive-uk-share-issues