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Founders have 15.8% each I believe so in total 31.6%, therefore if they don't vote then a maximum of 68.4% would vote.
As Rev B pointed out in the rns the highest vote boo got on any of the votes was 29% support. You would think pretty much any vote that was going towards boo would have been made in that vote as boo would have rallied everyone.
So by this can assume currently boo would have 29/68.4 = 42.4% of the vote.
Hence why the journalist said "it's all to play for" as if there was high vote turnout Bob et al could win. Helps in a small way that Bob and Zissman bought 0.3% of the shares likely mostly from Pis who are less likely to vote. If another big player could buy up some PI shares before AGM that would help.
Obv not clear if boo is still buying though, can they buy with cash from a revolving credit facility? Not sure Rev B debt-holders would be keen if Rev B started buying shares in other companies using their current RCF cash. Also I believe if boo had bought significantly more they would have had to make an offer once their direct shareholding and associates went over 30% so can assume they haven't got there yet?
As said before if the founders were worried about boo they could sell some of their shares to a pro-Bob party who could vote.
"The battle over the directors will be fought again in a few weeks’ time, when another shareholders’ meeting, demanded by Boohoo, takes place. The company says it will be held at the end of this month or early August. It is still all to play for, as a big chunk of the shareholder base didn’t vote last time and may yet decide to come out to play.
This is great fun for spectators but not for those who bought in at the float. Even with last week’s share price jump, their investment has all but been wiped out. Nor is it good for the reputation of Aim, which has an unhappy record of corporate governance scandals and is under the spotlight with the government’s plans to review listing rules. What does the London Stock Exchange, which regulates Aim, make of all this? I asked last week and was told it did not comment on individual companies."
"It went quiet for a bit, with everyone waiting for the likely lifting of the shares’ suspension after the annual shareholders’ meeting, set down for last Tuesday. Boohoo, however, dropped a bombshell the week before, saying it intended to vote against the election of three of the directors, and to install new ones. Revolution called the move “a cynical attempt to seize control of the company without financial outlay”.
That was the high-octane mix that exploded at the shareholders’ meeting. First the chairman, Derek Zissman, tried to postpone the meeting, an idea that was voted down by Boohoo. It got its way in booting out three of the directors, but then saw the tables turned by the sole remaining director, Jeremy Schwartz, who appointed two other directors. The trio then restored the ejectees.
This is unusual, to say the least, and naturally enough was slated by Boohoo. It “contravened corporate governance best practice and disregarded the expressed opinion of the company’s shareholders”. City lawyers I have spoken to say directors in these situations need to have regard for what the company’s articles of association say, and the wider interests of the company.
In justifying Schwartz’s decision, Revolution said there was a danger “key customers” would have stopped dealing with it, and that the shares would not have traded again as planned. Lawyers say that without a proper board, there was the possibility the company’s Nomad (the approved stockbroker required by Aim companies) would have resigned, meaning the shares might have been removed from the market. In a bizarre side plot, Revolution and Boohoo have the same Nomad, the broker and investment bank Zeus Capital.
The records for the meeting appear to confirm that neither Minto nor Allsworth voted. Revolution made a cryptic reference to “undertakings from certain shareholders that they would not vote in breach of their contractual obligations to the company”. What might this mean? If you dig out Revolution’s admission document (published when the shares were first listed) it says Minto and Allsworth signed a “relationship agreement” with the company, common practice where founders remain big shareholders. It says that the pair won’t do anything that will stop it complying with Aim rules, nor use their shares to try to affect the company’s independence.
The company is, remember, threatening to sue Minto, who has so far not commented. If Boohoo gets its way and new directors are appointed, will they continue to pursue him for damages? Boohoo said: “We are not parties to either the letter of claim . . . or Minto’s contractual commitments, and therefore cannot opine on the letter’s contents or legal merits.”
(continued)
"Last week I wrote about the fight for control of Revolution Beauty, an Aim-listed group with an interesting business but a frightful record as a public company. The battle was about to get exciting, but what happened exceeded the wildest expectations.
At a shareholders’ meeting on Tuesday, a rebel shareholder kicked out three of the four directors. The remaining director appointed two others to the board, and the three of them brought back the ones that had been ejected. It is doubtful that has ever happened before, even in the wild and wonderful world of Aim, the junior branch of the London Stock Exchange.
That was not the end of the mayhem. After the chaotic shareholder meeting, the shares, suspended since September, were readmitted for trading. They took off like a rocket, going from 19p to 32p. The dissident investor, the fast-fashion company Boohoo which owns 26 per cent of Revolution, accused the directors not only of ignoring shareholders’ wishes but also of trying to enrich themselves, pointing to about £2 million worth of share awards confirmed after the meeting and the resumption of trading.
By the end of the week the spat had descended into tit-for-tat insults, with the Revolution board saying Boohoo had its own issues with executive remuneration, a corporate version of the playground retort “Takes one to know one, nah nah!”. Looming over this is a possible deus ex machina in the shape of Revolution’s two founders, Adam Minto and Tom Allsworth, who together own 30 per cent, enough to decide the battle. To date they have stayed on the sidelines.
So much is happening that you might wonder whether the Aim market has been infected by Ben Stokes’s Bazball, where cricket tactics have gone out the window in favour of entertainment and attack at all times. It is worth taking a deep breath and working out where all this came from, and where it may be headed.
To recap: Revolution sells beauty products aimed at young people and embraces fast-fashion, where lines change quickly, and modern marketing, where online influencers and Instagram matter most. In short, a company for our times, and so it looked when it listed on Aim two years ago. It was then valued at £495 million, making millionaires of its founders, but the shares slid fast.
Having started trading at 160p, they were suspended at 19p after the auditors refused to sign off the accounts, and an investigation found all kinds of problems: inflated sales; payments to distributors; undisclosed personal loans approved by the directors and more. A new board and top management were installed who set about trying to sort out the mess, including sending a letter to Minto (who had stood down) warning that they might seek damages. Along the way Boohoo bought in, becoming the biggest single shareholder."
(continued)
Surely pretty much everyone who was going to vote for boo voted at the AGM (they would have rallied all their troops) but they only had 29% of the vote.
Assuming the founders abstain again at the next vote then if everyone actually voted and voted for Bob then boo would get 29/68.4 = 42.4% of the vote.
Therefore it would be appear quite close, could still be blocked with high turnout vote by PIs.
Founders could help more by selling some of their shares to another party who can vote.
Not sure to what extent boo can buy more if they are using the revolving credit facility (they don't have much cash beyond that), not sure it would allow investments as how they use the cash?
Technically speaking Rev B holders don't even need to do this by Aug 7th, as boo could get in and then the founders could sell to external parties later this year who vote with Bob against boo. Bob could do what boo are doing now at that point and demand a general meeting to replace them with him.
As I said yest, I wrote this comment a few days ago under a times article under a family members name (who has the times account) - "Look at their valuation verses fundamentals next to peers such as Warpaint and ELF Beauty. Needs to get to 70p odd just to match warpaint who they should be higher than. There's a reason Boo management were trying to steal it."
I had a notification that Adam Minto liked it and am 99% sure it was him (for various reasons including he never commented on anything elsewhere in the times, no-one sees who likes posts on the times other than the commentator and even the commenter only sees a fraction of the likes so even I may have never been told it was him - it could have said "John Smith and another liked your comment" just as likely as "Adam Minto and another" which is what it said). So fairly low enjoyability for a fake person.
Anyway, it makes me think when you also consider Minto follows and likes Rev B a lot on linked in that he still has a long term faith in his shares, wouldn't sell them cheap to boohoo for example and may not be a fan of boohoo, though unfortunately it appears he can't vote though?
It also could be the case that he was liking the ELF/Warpaint part but not so much the boohoo part in which case he may not have strong feelings on boohoo and feel they can get his shares up just as well?
However if the founders don't trust boohoo (and they believed Bob wouldn't win the vote) they would be the key ones who could help holders. If they sold they half their holding to an external party by early Aug it would give Bob a lot more votes. They prob wouldn't want to do this, but it would save the other half of their holding from boohoo (if they were wary of boohoo).
8 of the 15 collab products are now sold out on the US website (3 of these sold out products are sets that are over $30)...either they didn't stock up enough or are selling very well - https://www.revolutionbeauty.us/makeup/collaborations/revolution-x-disney-pixars-finding-nemo.list
I've prob gone a bit crazy but I just spent a fair while crafting and sending an email the ELF CEO basically making the case via with various figures and comparisons that they should make an offer for Rev B.
Obv mentioned Rev B largest market in US now with products in Walmart, Walgreens and Target and how their social media following while not at Elfs level wasn't that far of when you consider Tik Tok followers/likes etc.
I pointed out that ELF could dilute their market cap by just 7% and raise around $425 million (at the time I wrote their MC was $6.07 billion).
Then that if they offered in the region of $400m - $425m for Rev B ($400 million is equivalent to 102.32p share price) the Rev B shareholders may accept (not sure if this is true but either way a rejected higher offer would be great for shareholders).
Then pointed out that in this scenario they would be diluting by 7% but gaining a company that is forecasting to make revenue this year equivalent to 36.3% of the revenue they are forecasting and 13.8% of the EBITDA they are forecasting (for the EBITDA part I extrapolated from Q1 £3.5 million). Obv this ignores all the potential cost saving synergies etc.
Also mentioned Rev B revenue part was their FY24 forecast and that they had recently reported 60% revs growth in Q1 so forecast was potentially conservative.
Got his email from rocketeach.co which seems to fairly reliable. No idea if it will actually be seen by him or just a secretary but can't hurt to put it out there.
Elf Beauty now at £4.85 billion...equivalent to 56.68 Rev Beautys (4.85b/85.56m).
Surely Rev have to be being eyed up by the large beauty companies or even ELF itself? ELF don't really have the cash but they could dilute by 10% and raise £485 million.
Would be gaining a company that makes revenues around 40% of their current revenue so a large market share add for them.
Lol hilarious...as I said though, an actual comment is more likely to be a fake (as instant reward for the pretend person).
Not so much liking a comment on the times to which only the actual commenter can see the name of the liker and even they may not be able to see the name depending on which name the times shows in the notification.
Considering Minto is quite like heavy on things like linkedin
I'm aware of that Hereshopin, however with that "William Grace Hunter" I believe the name was, which was a great name. Had actually made a comment and was commenting on Mouldings linked in. He was also commenting something like "i am sure private equity will be interested here" and was pretending to be a blackrock executive I believe. There is obvious "reward" there for the fake person.
This was a like on a times post and no-one else can see who has liked it except for the person who made the comment. Even for the person who makes the comment times often only gives some of the names so for example it could have said "John smith and one other liked your post" just as easily as "Adam Minto and one other". It seems very low reward. Also it wasn't even obviously bullish, more just interesting.
CWWX, if I see "Adam Minto" making comments then I will start to believe it's not him (however this article was yesterday and no such comments under the articles have materialized). I struggle to imagine someone making an account of him but only to 'like' one or more posts to which the person who commented may or may not even be notified that he liked the comment because the times doesn't notify of every like. It seems a bit low reward for a fake person?
CWWX, I mean I know ppl sometimes make parody accounts but I've followed all the (fairly few) times articles on rev B and have never seen anyone post under his name before (the rev articles don't get many comments prob due to being a relatively smaller company).
You think someone just privately set up a fairly unknown CEO name just for fun in order to read the times and like the odd post?
It doesn't even always tell you all the names of ppl who had liked your post so it would be quite a stretch if it was some kind "fake liking prank" with the goal of the person seeing who liked it? The notification was "Adam Minto and one other liked your post".
I wasn't sure whether to mention as in some ways it seems trivial but equally sort of interesting.
I posted a reply to a comment on the times website (under a family members name who has the account) about the AGM antics.
This was the comment - "Hilarious. The shares are quite obviously worth zero"
This was my reply - "Why zero?! Look at their valuation verses fundamentals next to peers such as Warpaint and ELF Beauty. Needs to get to 70p odd just to match warpaint who they should be higher than. There's a reason Boo management were trying to steal it."
I got a notification that 2 people had liked my post, one of them had the name Adam Minto. Not sure how many ppl are out there with this name?
Anyway like I said, it doesn't mean all that much but I guess could deduce (as-well from the fact that Adam M still keeps liking/loving Rev B posts on linkedin) that:
- Minto believes it's worth a lot more
- This may make it less likely he will sell to an external party unfortunately, but equally is less likely to sell to boohoo low either.
- He may not actually be pro boohoo, though if he isn't allowed to vote then it isn't that useful.
However, as in this situation he and the other founder may be the key players who could save us from a boo coup (equally may not need them to block boo who knows). I do wonder what if he could sell say half his holding to another party who could vote. He would get some money (not as much as he'd like) but if he feared boohoo taking over it would save the other half of his holding from that outcome.
Realize I'm deducing quite a lot from one 'like' but just putting it out there.
That buy from Bob is a big deal (and Zissman). Indicates they clearly aren't convinced boo getting control and maybe the things they wrote about boo will take to admin etc is persuasion to vote for Bob et al rather than genuine belief, else why would they make large personal buys?