Member Info for Hosai

Fair points on the placing though, admittedly I didn't consider the permissions for doing one.

In terms of your general point while the message board may have got ott I do believe it's right to feel aggrieved. Rev B could and should now do well on its own when re-listing and shareholders are anticipating a good recovery. However now it seems Boohoo are potentially trying to steal it from us by replacing poorer quality directors with the respected bob Holt and then who knows what. I have the sense you only have a small position here and were planning to buy in again which is fair enough but imagine you would feel similarly disgruntled at what boohoo may be attempting if you were a larger holder.

HeresHopin in terms of the debt think that was all paid off, it's just the RCF now, this is from FY2022 results:

"During the year, the Group agreed a new £40,000,000 revolving credit facility (RCF) with two banks. As at 28 February 2022 the Group had drawn down £24,000,000 (2021: £Nil) under this facility. The balance is shown net of loan arrangement fees of £449,000. Interest is charged on the RCF based on the Sterling Overnight Index Average plus an applicable margin. The RCF is repayable on 19 October 2024.

As set out in note 1, amendments to the RCF agreement were agreed subsequent to the year end. The agreement contained net leverage covenants. Subsequent to the year end the Group amended the RCF with its lenders, the amended covenants are set out in Note 1.

During the year, using the proceeds arising from the placing on AIM, the Group repaid all previously existing borrowings in full."

I think it was then reduced to £32 million and is fully drawn, they have £14 million cash hence £18 million net debt.

I'm amazed this didn't go up more today...as has been discussed to death on here, Matt M/THG likely rejected an offer from Apollo that was north of £2 only months ago (it had to be if we are to believe that they valued Ingenuity commerce alone at circa 65p).

The main thing now stopping this type of takeover (Matt M not wanting to lose control) is over. Is is connected to his visit to middle east? Seems very close timing.

The RNS is actually slightly mixed in terms of near term trading likelihood after re-reading it.

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."

It would be just as likely to rise after news of dilution (and cash raise) - market likes certainty

I agree Rocket, Bob will find an equity partner who is friendly to Bob & co and dilute at some point before Aug 7th when the vote would be if it still looks like Boo want to try and be hostile. Dilution not ideal but at-least we'd also get some cash for it.

If boo gets to play dirty then Bob can play dirty too.

This has to get to 71.76p just to match Warpaints valuation and despite warpaints recent good performance overall Rev B should be valued higher.

When you consider ELF which is now valued at £4.67 billion (Rev B is £59 million so this is the equivalent to over 79 RevBs on just over double Rev Bs revenue) then Rev B should be a lot higher.

Obv Boohoo is a danger but I believe Bob will be able to find another equity partner to sell a stake to at some point before a vote that would block boohoo. Obv dilution isn't great but it's better than Boo taking over mangement imo.

They prob don't have much to say other than "that was mean" and "did you have to say that in public"?

Whilst Rev B haven't been great at keeping longer term "end of the month" deadlines, when they've given short type deadlines they have tended to meet them.

On 25th May in "board changes" rns they said "The Company continues to expect to publish its FY22 accounts during May 2023." The accounts came in on the following day - the 26th.

In the accounts RNS on the 26th they said the interims will be "within the next two weeks" and were published a week later on the 2nd June.

Therefore them now saying "On the cusp of re-listing" and the "matter of days" line, there is a good chance of tomo or Fri.

Some great news, surprised the golden share aspect hasn't moved this more, should have more rises to come this week.

Even with todays rise somehow still valued at a third less than Fever tree (£500 million odd less) despite THG Nutrition alone having higher revenue and EBITDA than Fever tree.

THG could certainly buy some here. Matt Moulding privately has some shares here I believe and Rev B obv have a partnership agreement with THG.

THG also have more cash at their disposal than Boohoo.

Bob Holt is respected and has clout in the city (much more so than those boohoo execs). I don't think he would have trouble finding and convincing other big holders to buy in if need be.

His appointment is just one of things that has yet to be priced in, as-well as the launch into Walmart news and obv most importantly the end of the threat of £0 from major fraud fears that lurked pre-suspension has not been priced in.

Directors do have a fiduciary duty to their shareholders though. If Boo take control with founders and make obviously value destructive decisions and the shareholders sue they could make a good case against the directors if it is all quite blatant which in this case it would be?

Either convincing one of the founders/boohoo that this isn't the best way to go (assuming both founders are indeed pro boo) or a private placing at some point between now and Aug 7th to dilute their percentage holding (and ours obv) is the only ways I can see to stop them getting management control.

(Not that it should be low but the uncertainty around Boos rns could have made the opening more subdued, which was prob boos intention)

I had the sense that they went into a lot of effort with this rns as shares were to be re-listed soon and they want it to do well on open with as much info as possible (as they don't want boohoo buying low).

The "in isolation" statement made me wonder does that mean if it wasn't for that we could re-list in that time but boo are holding us up? Hopefully not but slightly ambiguous in how you read it at-least to me.

Though the opening sentence sounds fairly straight forward - "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."

Do Boo not care about their image at all? The only way they would gain "control" here is working with Minto (and the former chair), the guy who obv had to leave for dodgy dealings and fraud and apparently now hides out in Turkey according to Oke.

The only way Minto would agree to a deal with them is with him in a prominent position moving forward (considering he'd be sacrificing his huge % holding in rev b so in a "intentional administration" situation he would have to be being offered a large amount of boo shares (diluting boo holders) and a leadership position. His holding is currently worth £9.3 million. I would imagine he can see his shares going back to IPO position in the not too distant future of 160p if Rev B just naturally stayed listed with no interference which would make his shares worth £78.3 million.

However obv the sp is a lot lower currently and still uncertainty so lets say Boohoo would have to give him at-least £65 million (equivalent to his shares if Rev B gets to 133p) and the same for the chairman. This would mean Boo paying the founders overall £130million- likely in boohoo shares. This would dilute Boohoo by 29.3% at their current market cap. Even then Boo would only have 58.2% of Rev B.

Also I'm not sure Boohoo holders would love having Minto being on the Boo board of directors being pointed out each time by the Business press as they discuss boohoo moving forward (in this scenario).

Still not clear whether the former chairman is still onside with Minto or not.

From my calculation they can delay the meeting boohoo requisitioned until 7th Aug, which seemed to be confirmed in the rns when they said late July/early Aug so still time to work out how best to counter boo.

40% would def not be needed tbf but a 20% raise could be done. If you consider my comparison with peers this could easily go above £1 on resumption of trading fairly quickly.

If worried about Boohoo do a 20% private placing at 85p and we raise £52.7 million plus with the 3.4% dilution would likely have seen off Boohoo even if they had bought more.