Member Info for Hosai

Obv I would never normally want dilution and hopefully wouldn't need that but it's a better option than Boohoo getting those directors in charge.

Alternatively we let the sp rise and then do a raise later, the amount of the dilution and raise depending on how much its believed Boohoo have bought. If it's believed they have bought a lot more then do a large private placing of say 40% with another party at 60p when the sp has risen to 75p.

We can delay till Aug 7th by my calculation so have time do this.

I think sp will rise a lot out of suspension for reasons already gone over here and comparison to peers etc. Once that happens Boo would have to buy at much higher prices.

There will likely be other buyers interested such as large beauty companies or companies such as THG.

Management incentive shares will dilute us by 3.4% which is even more shares for them to buy.

Potentially we could do a raise even if it's bad dilution down here to further protect from Boo. Could for example dilute by 20% at say 30p and raise £18.63 million in a private placing with another party (think there would def be buyers for that at that price even with us coming from a weaker position in negotiations).

Happy investor it's hard to know where to start with your posts.

Rev B don't need a fund raise. Rev B performance in terms of growth has been better than Boohoos the last few years.

The new team are respected in the city and weren't part of the fraudulent issues.

You seem to think Boohoo shouldn't have bought Rev B. Buying Rev B low was prob the best decision Boohoo directors made recently (in a sea of poor performance - awlbeit against a difficult macro) as they were a great buy.

If Rev B were to match Warpaint valuation (which all things considered Rev B should be higher than) it would put Rev B at £215 million MC or 69.2p a share.

Just 2 years ago for FY21 ELF made £253 million revs, £28 million EBITDA and £4.96 million profit.

Obv these ELF results were slightly better than current Rev B however interesting to note that when ELF reported these FY21 results they were valued at £1.19 billion, despite ELF reporting £38 million net debt at the time, so having over twice Rev Bs current £18 million net debt. This valuation would put Rev B at 383p a share.

ELF is now valued at around £4.55 billion. Obv Rev B doesn't deserve to be valued at ELF MC, they over twice our sales, great growth atm and a much better margin, however even just a 10th of their market cap would put Rev B at £455 million or 146p a share and imo Rev B deserves to be at around a quarter of ELF (equally ELF is overvalued though - so the answer is somewhere in the middle).

Wonder what kind of figure £wise Rev B are trying to get from Minto? (Assuming it's a legit attempt and not some kind of political manouvre).

Arguably him paying Rev while still a negative for him wouldn't be a massive one considering it would surely help his large shareholding in Rev B with the business recouping more cash.

Boohoos suggestions are almost comedic when you think about it. They want to put in Alastair Mcgeorge who is non-exectuve chairman of East Imperial plc which is down 60% in a year and 90% in 5 years.

Also Neil Catto who is an NED at Tinybuild which is down 76% in a year and 85% in just over 2 years when it went public.

They are meant to be seen as a better bet than the likes of Bob Holt OBE, who is known for MEARS group, where he listed on AIM in 1996 for around 11.75p, when he left in 2018 sp was 285p (was over 500p for a while in 2014 and 2017 - holders were paid a regular dividend too).

We have till Aug 7th latest till Boo could potentially vote their directors in under general meeting timeline rules and assuming Rev B stretch it out as long as possible.

Can't see why we would have not re-listed before then (or even by this month). Even if a raise was needed (which there is no evidence there is) just raise £20 million odd from debt and we can cover the RCF with the new debt and our current cash. Obv it would be on a bad interest rate but that's still a lot better than enabling a takeover at a low price.

Once re-listed management incentive shares - 3.4% dilution will kick in making it even harder for Boo to gain enough shares and that's still assuming both founders are on the same page and want to sell to Boo instead of letting their holdings re-rate on the market or buyout with Boo.

The FY2022 accounts show £21,017 net assets - these accounts were audited.

Oke even if Rev B did need a raise which we don't know, they would only need to raise around £20 million to cover the current debt, why not just raise more from debt? They had £80 million debt pre-IPO, now have £32 million. Even at a crazily high interest rate this would be better than a low ball takeover.

Also you can't assume both the former CEO and chair are on the same page with each other. The RNS today was only directed at Adam Minto, and the chair stayed a lot longer in his position helping the investigation etc than Minto did. Rev B only have 26.6% shares they would need both directors on their side at the very least.

From my calculation Rev B can delay any general meeting till Aug 7th latest (21 days after the meeting was asked for by Boo yest to organize a date, then has to be within 28 days of whenever the meeting date is announced - these 49 days would take us to Aug 7th).

I think Rev B can re-list before then, this will trigger the management incentive nil cost shares of 3.4% dilution which would make it even harder for Boohoo to gain enough shares.

You make a good point though Momajid, in terms of Bob Holt potentially trying to organize for other large buyers (maybe even for when it opens). Perhaps that was the point of the capital markets day, ensure there are other competing large buyers so it becomes too difficult for Boo to buy too many on open. Bob and co are happy with their 3.4% nil cost options.

Boo perhaps got wind of this and now trying to get rid of Bob?

Also on re-listing the management incentive shares kick in for Bob Holt and co, this would dilute us by 3.4%. So even more shares Boo would have to get on top of the 16.8% they would need to get to 75% with the holders (or slightly less as only need 75% of the vote).

Luckily due to the timing rules for general meetings as was the one asked for by Boohoo, Rev B could delay this vote till latest August 7th (by waiting 21 days from yest to announce the meeting and making the date of it 28 days after the announcement).

Plenty of time to re-list before then.

Can't see a sharp drop due to "uncertanty". The major fraud fears and threat of £0 has been taken away. They've also announced the expansion into Walmart post-suspension. Plus there has been major improvement in the macro in terms of inflation especially in the US where most of Rev Bs sales are. This is due to move up on open, there is a reason all the Rev B holders want it re-listed and all the Boohoo holders don't.

Only way Boo could buy more shares at a low price is if holders sell to them at a low price, Boo only bought low before because the largest holder Jupiter were mass offloading all their shares in various companies and are now completely out.

*for Boohoo to gain enough shares

Also as-long as Rev B can re-list before that Aug 7th date then Holt/CFO can get their management incentive shares which would dilute by Rev B 3.4% making it even harder for Rev B to gain enough shares.

In some ways one usually shouldn't hope for dilution but in this case it would be useful.

Rev B can delay Boohoo getting directors in until 7th August latest under general meeting timeline rules.

This should be more than enough time to re-list. Shares will re-rate and Boo would have to buy at the higher prices to try and get to a % that would let them TO with the founders.

They'd then have to offer the highest price by any of the takeover party in the last 12 months so if there is a frenzy on re-listing and they buy some at a high point that would be the lowest price to buy out the rest.

This is all assuming the founders want to buy out the whole company with Boo instead of just letting their shares naturally re-rate.

I think I was actually mis-reading the date rules for extraordinary general meetings as was the one requested by Boohoo. It says as follows:

Directors' duty to call meetings required by members

(1)Directors required under section 303 to call a general meeting of the company must call a meeting—

(a)within 21 days from the date on which they become subject to the requirement, and

(b)to be held on a date not more than 28 days after the date of the notice convening the meeting."

I think therefore this effectively means Rev B could delay this meeting for a maximum of 49 days from today. (21 days to call the meeting and then 28 days from when they have booked in the meeting).

That would mean Rev B have until Monday 7th August latest to have the general meeting requested today where Boohoo would potentially be able to vote their directors in if the founders voted with them.

https://www.legislation.gov.uk/ukpga/2006/46/part/13/chapter/3

If you look at DX group plc they were suspended for 9-10 months in 2022 with bribery investigation etc then released delayed accounts and then delayed interims. All that was said about re-listing at their interims was - "The Board remains focused on seeking the lifting of the suspension to trading of the Company's shares on AIM, as well as improving internal processes to meet its corporate governance objectives".

There was no more information given until exactly 3 weeks later when at 7am they had a restoration of listing rns and resumed trading that day at 8am. Obv for Rev B 3 weeks since interims would be this Fri.

Oke says this is a different AIM exchange which may be but still think it's worth noting.

MHL the way I see it Rev B would have until 17th July (if they delayed the meeting to the latest date allowable) before Boohoo would get their directors voted in. Boohoo/founders can't stop Rev B re-listing before then if Rev B manage to make it work with AIM.

Or at-least 17th July (28 days after today).