Member Info for Hosai

Bearhunter, Rev B can delay until 19th July for this vote though - This is the rule on timings for "extraordinary general meetings" - "If the request is properly made, the directors must within 21 days call the meeting for a date not more than 28 days after the date of the notice calling the meeting."

That's still a fair amount of time to re-list before they could vote their directors in.

https://www.companylawclub.co.uk/calling-general-meetings

Pumpky I'm not sure how many PIs there are in Rev B, but obv Boohoo/founders make up 58% and they would all vote. I'd imagine all the corporate holders in the 42% non- Boohoo/founders contingent such as UBS bank would obviously vote against takeover, it would only be some PIs who would forget to vote.

Therefore I think you'd be talking about a few percent of the total not voting in such a crucial vote.

Pumpky do you really need to me write "16.8% but a few PIs won't vote (even though it would be a massively important vote) therefore lets say 15%" every time?

I feel people get the gist

Surely there is strange conflict of interest here. The brokers responsible for getting Rev B re-listed - Zeus (NOMAD): Nick Cowles /Jamie Peel /Jordan Warburton

Meanwhile Jon Goold who is ex CEO of Zeus capital is an NED at Boohoo.

It may have been a surprise but equally I believe Bob Holt would have been aware of this threat. I even emailed about these kind of fears in late May - just to repost his reply:

"Many thanks for your email.

We share a lot of your thoughts and remain hopeful of a relisting very soon.

We are well aware of the ELF valuations and aspire to be regarded alongside them.

Fingers crossed for a couple of years of increasing valuation without any predator knocking on the door.

Thank you for your support.

Bob"

Appreciate your post Bear Hunter but Boo as management are not currently in control - Bob Holt is. Does anyone know how possible it is to delay an AGM even if for a flimsy reason? They could buy enough time to be do whatever needs doing with AIM and re-list first and get the sp re-rate as-well as the management incentive dilution before Boo try and oust the management.

It's important to note as stated many times even if Boo and the founders have joined forces they only have 58.2% of the company which gives control but they need 75% to force a takeover. Where will they get the 16.8% from?

IMO if Rev B is allowed to relist it will fairly quickly be above 80p. Boohoo would have to be promising a lot of different things to different holders to try and persuade them their route as a private vehicle is a better one than a quick 4x liquid gain.

Oke if you mean dx group are on a lesser exchange then surely it would make sense for rev b to take even longer than 3 weeks post results to relist? Meaning we can't make any assumptions about the delay such as thinking they would have re listed by now.

Still not seeing the advantage for the founders of joining with boohoo here. Imo rev b share price if allowed to re list would be back over £1 a share within months or even weeks/days. That's a 500% gain for the founders. I don't see the allure of instead of that moving their holding into as you described as illiquid private vehicle within boohoo.

Oke, how do you know Rev B "would have relisted by now"? As I posed before DX group had a similar 9-10 month suspension then after releasing delayed accounts and interims they finally re-listed 3 weeks after the interims. For Rev B 3 weeks since the interims would be this Friday.

From what we can see from rns the banks are still supportive of Rev B - "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."

Also says this in going concern section -

"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."

Oke don't think it quite makes sense. Their shares fell from 160p to 19p. I think they would would imagine a good chance of their holdings recovering on the public market. Having their holdings move to a private vehicle within Boohoo seems a bit more uncertain and difficult to deal with.

Also we don't know if Rev B need to raise anything (nothing was mentioned in any Rev B trading update so far). Even if they did however need to raise some money to ward off the risk of the current debt holders demanding their money due to share not being listed they would only need around £18 million pounds (£32 million debt less £14 million cash) or maybe a tiny more for leeway. I don't really see why they couldn't raise £20-£25 million cash as debt. They had £80 million debt pre-IPO. This would surely be in the best interests of Rev B shareholders whom the current board are representing.

(Obv I still don't believe Rev B do need such a raise to re-list but just saying debt would clearly be the best option).

If it is the case that AIM require that Rev B do a raise because of the threat of the current bondholders pulling their money due to not being listed then Rev B only need to raise £18 million from further debt to cover the current debt (£32 million debt less £14 million cash). Therefore say a £20-£25 million debt raise for a bit of leeway.

How could aim continue to object after that? Bob Holt could surely raise it, he might even have that kind of money himself. Obv it would be at a high/bad interest rate but would still be a far better option obv than a low hostile takeover.

Happy, I think you've got this all wrong. If Rev B went into administration all it would mean is Boo lost £15 million. They would also then have no priority over anyone else who wanted to buy Rev B at that point. Not sure why you think they are going into administration anyway.

You should be happy, Boohoo's buys were at a great price. Look at Rev Bs valuation to revenue next to other similar companies such as Warpaint and ELF Beauty.

All a bid confusing OSG as the brokers working to get Rev B relisted are Zeus capital. The same guys who are intertwined with Kelso but also boohoo as you say.

Oke what is the incentive in terms of the Rev B founders to join with Boohoo? Boohoo only own 27.6%. The Rev B founders had it private for years but obviously chose to now be as a public company. Why would they want their shares as a private vehicle within Boohoo when they could just do nothing and let their shares rise publicly?

I can't imagine Boohoo are going to offer management positions to them again after everything that has happened.

There could def be larger beauty companies interested. I wrote before about similar companies to Rev B such as NYX cosmetics being bought out by L'Oreal in 2014 and 'the ordinary' being bought out by Estee Lauder in 2021. Both for around 4x revenue multiples.

There could also be other companies interested such as THG.

Good point Knowles, they were only due to join if and once Rev B had relisted.

Also it sounds like they don't necc believe they would gain control from AGM result? As it posits these NEDs being added after AGM.

No idea when will come out of suspension, want it out ASAP before any potential votes. My point was as far as I can see they have the ability to delay votes if they wanted.

Rev B should delay the AGM, they can delay by up to 30 days from original AGM?

Even if Boo ask for an extraordinary general meeting doesn't have to be instant I don't believe, says this about - "If the request is properly made, the directors must within 21 days call the meeting for a date not more than 28 days after the date of the notice calling the meeting.

https://www.companylawclub.co.uk/calling-general-meetings

Lets get it re-listed before any director votes.

The founders together own 31.6%, Boo owns 26.6% so together they would own 58.2%, so not quite 17% but 16.8% needed to get to 75% for a forced takeover. Obv I'm aware a few PIs wouldn't vote so maybe only 15% needed.

Not sure why any of that 15% would be selling low to the founders or Boohoo though.

Also not sure what the incentive for the founders to work with Boohoo would be, can't see Boohoo giving them management positions.

Still don't see what would be in it for the founders to work with Boohoo. Are Boohoo going to give them management positions in Rev B again? I can't see Boohoo investors being thrilled at that considering what has occurred. Boohoo already have issues around perceived ethics and governance.

Also even if they were working in tandem don't see how they would pick up the 17% needed to get to 75%, most people would vote, who is going to be selling their shares down at this level now the fraud fears are out of the way?