Member Info for Hosai

Obv the Rev B rns painted a very dim picture of boo gaining management control. However the Rachel Horseheath appointment did make it sound more legit though. Not because she is some incredible leader however it made a bit more sense as an appointment and also not sure she would want to preside over some kind of intentional failure considering presumably these proposed directors all have career aspirations.

MHL what incentive would Bob have had to do that? It's not unheard of to be in a 9-10 month suspension I posted an example of such as stock...as I said before stock was released from suspension 3 weeks after the delayed interims which for Rev B would be tomo.

Agree Phat J though not in terms of point 2...it sounds like indeed everything is done outside of boo.

Another scenario is that the founders don't vote at all...perhaps legally they shouldn't?

This would mean Boohoo have 38.8% of the rest of the eligible vote (26.6/68.4 - founders own 31.6% together 100-31.6 = 68.4).

But they may have found other backers plus Kamani has a private holding to add?

It did seem like Rev B were taken aback that boo would have the support to try this, meaning Rev B hadn't been suspicious of for example the founders voting against them.

Very hard to say because the rns gave mixed messages on re-listing:

Positive sounding:

"The board of Revolution Beauty is focussed on ensuring value creation at this critical time for the Company, which is on the cusp of having trading in its shares on AIM restored."

"At a time when, thanks to current management's tireless efforts, the Company's fortunes are finally looking up, with business back on track and re-admission to trading on AIM being potentially imminent...."

Sort of positive but ambiguous:

"The current directors are also confident that, in isolation from any adverse effects resulting from boohoo's recent disruptive actions, the suspension of trading in the Company's shares could potentially be lifted in a matter of days."

Less positive:

"The current directors believe that boohoo's actions create considerable risk to the prompt restoration of trading in the Company's shares and its stakeholder relationships, and appear calculated to destablise rather than support the business"

"As noted above, Revolution Beauty's current directors have, with the support of the Group's lenders and advisers, made good progress in working towards lifting the suspension in the trading of the Company's shares.......Against that backdrop, the fundamental changes to the Company's board proposed by boohoo risk de-railing both of these well-advanced processes, which would be to the significant detriment of shareholders as a whole, and appears to be a strategy to destroy value. The Company will continue to work towards lifting the suspension of the Company's shares from trading on AIM and will keep shareholders updated on this progress."

Derek Zissman - " Boohoo's actions are a clear attempt to destabilise the business at a crucial juncture in its recovery. This will only serve to delay further the lifting of the suspension of trading in Revolution Beauty's shares."

Hopefully you're right Oculus, perhaps I've become overly paranoid.

I do agree the idea of boo willingly losing their own £15 million and convincing the Rev B founders to also lose their own holdings (which would surely mean having to compensate them quite handsomely) to then cause all the rest of us to lose our holdings (risking legal issues) does seem quite an extreme move if it were true.

As I said before, if it's this easy or such a good move why doesnt this happen in nearly all companies? Why aren't holders making up over 50% of companies not robbing holders who are lower than 50% all the time? Pretty much every company the majority could rob the minority.

Has nothing to do with current management or future outlook and the accounts have been adjusted to reflect the findings in investigation so not really relevant anymore.

Boohoo hasn't been suspended for 10 months no but it did have investigation in regards to modern slavery though which isn't wonderful.

I agree Silverlight, it's more just funny seeing people on this board scrutinizing Rev B's performance as though they need to be saved by boohoo.

Rev B are predicting high single digit revenue growth for FY2024.

boohoo are predicting between flat and a 5% revenue decline for Fy2024.

Why aren't boohoo following their own advice on "growth"?

Yes so supportive that they don't want it re-list else the share price gets away from them.

It's pretty clear everyone on boo board is very keen on the potential of Rev B. Normally investors in a target company would be happy, not us atm...quite a strange situation.

If Bob thinks some kind of defense is viable then the best thing would not to re-list at this point. However if not, the best thing would be to re-list. IMO the sp should open up high (just look at it verses peers), and any Boohoo buy at a higher price point they would be bound by the takeover rule to then offer that price as the lowest price in a takeover.

Momajid, the lenders aren't concerned about their £ though as things stand.

Obv if boo management take over and the lenders believe they want to intentionally run it badly then obv they would be concerned.

This was the last we heard about them:

"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."

" 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."

The potential Rachel Horsefield appointment does make it seem a bit more legit, I can't see her wanting to be part of an intentional "crap job". But then maybe its a trick?

Also shows THG are likely following things.

Trading4good, I can't see them wanting to sell now at this price. They are down a fortune on their shares, (obv got them at IPO at 160p). I think they would see a likely re-rate happening if allowed to be back trading and then eventually returning to IPO mark and beyond.

If I was them my plan would be to do nothing at all, then in a few years quietly start selling the odd set of shares when things have blown over. Not effectively sell them all now for just 19p. Don't see how selling them now helps them legally either if they were indeed worried about that, then authorities just become aware they have some liquid cash now.

I still don't understand in terms of the worst case scenario, why don't holders who make up over 50% and can be said to have control (as-long as each player has 5%), just rob minority holders all the time in all companies if it's so easy?

Basically any company with net debt, the over 50% could vote in a crap management team who say some poor ideas, get quickly get the sp down very low, scare the debt holders into demanding their money back, then the over 50% make a low ball takeover offer to buy the assets and debt to "save" the company and get the assets into their other company. (What ppl are fearing boohoo doing).

It could literally happen to any company? THG is in net debt, Matt M could join with others over 50% and do it to minority holders.

Boohoo only have £5.9 million net cash, very close to net debt, Kamani and others could do the same and team up and effectively rob the under 50% boohoo holders. How come its not happening all the time if its so easy?

(Obv wouldn't work with all companies but any that in are in net debt). For example even Boohoo are close to net debt themselves with only £5.9 million net cash, someone could do it to them if they slipped into net debt?

Bearhunter surely there have to be legal issues with doing that else why wouldn't it happen all the time?

Companies could just always buy effective 51% of companies either with themselves or other parties. Purposively put a crap team of directors in place. Scare the debt holders who then demand their money back instantly. Then offer the 49% to buy the assets from the company at barely anything above the price of debts, then vote it through.

It would basically be happening all the time as a cheap way to buy companies?

"1. Why would Boo want to force Revb into admin. They just lose the £15m they have already invested and the company can then go to the highest bidder. Just look what happened to big Mike at Debenhams.

2. Why would the tie up be bad if it didn't lead to administration. Boo have a customer and email skill set that Revb simply don't have. Also the Revb RNS was plain wrong when it said Boo was an online business only. It has several wholesale relationships, including Debenhams stores in the Middle East. My personal view is that Revb could grow significantly with Boo input. "

Trading4good, you make good points here. If it goes to admin all that happens if Boo has lost £15 million and other companies such as THG who have more cash and wouldn't have just made a loss could outbid them.

However for whatever reason Rev B did outline this "intentional administration" scenario.

The other hard to understand part would be in order to have control Boo would need the Rev B founders agreeing to join with them, in this scenario boo would surely need to compensate them for losing their destroyed rev b shareholdings if it is agreed the business is going to effectively destroyed from the inside?

Considering their holdings at IPO were £78.3 million each I'd say at Boo would have to offer them at least £50 million each worth of Boo shares (this may not even be enough as the founders I believe would imagine their holdings getting back to IPO eventually and may not even be that bullish on boohoo overall).

This £100 million would dilute boo by around 22% at current market cap and boo would only own 58% of Rev B not the whole thing.

Minto and the former chair would then own 11% of boo each so would likely be on the boo bod, not sure how good a look that would be for boo.

Looking at the allotment rules on page 115:

"2) equity securities of the Company (within the meaning of section 560 of the Act)

up to an aggregate nominal value of £2,062,500.00 being equivalent to the

nominal value of two thirds of the issued share capital of the Company

immediately following Admission (such amount to be reduced by the nominal

amount of any Shares allotted or rights granted under paragraph 3(g)(III)(1)) in

connection with an offer by way of a rights issue or other pre-emptive offer to:

* the holders of Shares in proportion (as nearly as may be practicable) to

the respective numbers of Shares held by them; and

* holders of other equity securities, as required by the rights of those

securities or, subject to such rights, as the Directors otherwise consider

necessary,

https://revolutionbeautyplc.com/wp-content/uploads/2021/11/admission-document-for-website.pdf

Does that second point not give leeway to the directors? Also they were planning to dilute by 3.4% as management incentive shares. I wonder to what extent that could be increased?