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MiddleEastMoney, you make a fantastic point. The RevB Board may issue share warrants to a friendly entity/entities like their lender/s. They can either fix a high exercise price to ensure the transaction is never executed and just expires after a set period or they can issue these part of a fund raise exerciseable at the current market value i.e. where the share price settles when it comes out of suspension. The former will not involve any dilution to current shareholders whatsoever.
Thank you Bearhunter, I appreciate your comments. I am a shareholder, and was lucky to come across RevB when I did as I achieved a low average. I invested a relatively small amount without doing much due diligence but have had plenty of time to look at the Company in more detail and I like what I see. I wish I'd piled in now. I'll see how the share price performs when it comes out of suspension with the intention of adding to my holding.
It seems the company has to come out of suspension before a fund raise is conducted with friendly external investors.
The Company's main lenders are HSBC and NatWest who appointed Teneo Financial Advisory to monitor the situation. This was around the same time that Bob Holt was appointed CEO. It's probably fair to assume that BH was appointed by lenders to protect their monies and steer RevB in the right direction.
Administration is a real possibility if BOO take control of the Company. This paragraph confirms the risk:
"boohoo's actions appear to be a cynical attempt to seize control of the Company without financial outlay nor any compensation to Revolution Beauty shareholders, and would appear to be a reckless strategy unless boohoo were confident of support from other shareholders of the Company "
The latter part of the above paragraph suggests BOO may have support from other shareholders i.e. Minto / Allsworth, institutional investors or their Board members / affiliates who have built holdings under the 3% threshold.
Numbers can be moved around on a balance sheet to show a solvent company become insolvent. It's naive to think BOO will lose their interest in administration. The company would be liquidated voluntarily and the Board could appoint the administrator in a pre pack deal. They would lose 26.6% and gain 100%.
I think the BoD have a plan to protect the Company and its shareholders. As hoped, they have come out fighting which bodes well for shareholder interests. Mentioning BOO's own poor performance was absolutely the right thing to do as this will create internal pressure for them from their investors.
Liaise with the AIM Team to get the Company out of suspension asap, alter the share register and then hold the AGM / EGM to ensure we have enough support to fight off the theft.
With all due respect Silverlight, you're opinion on what the takeover value is will be irrelevant just like mine. Like I said, private investors will probably be bystanders. I understand it was brought down by Jupiter selling and I see value in the long term but I'm being honest with myself by recognising that I have no power to determine the future direction of the Company. I think private investors hold less than 25% of share capital, which is substantial but there is no collective voice therefore we have no real power to determine the outcome. The only thing we can do is back the Board and hope our interested are protected.
That's a possibility Hosai, 2 or more large investors accumulating at the same time would push the share price in the right direction. It depends whether private investors are willing to hold on any longer, we need to have increased buying pressure to have the best outcome.
The "uncertainty" relates to whether BOO are successful in removing the Board and what the value of the potential takeover will be. An offer of 30p has been suggested by BOO holders so share price will prob open up at 30p+ but why allow BOO to accumulate more shares then use them to remove the RevB BoD and takeover for less than 50p? The shares have been suspended for nearly 10 months and some private investors will probably sell at open.
I called this last week unfortunately.
BOO’s intention was clear from the start, they wanted to acquire RevB for the lowest price possible.
There are 3 main groups currently involved: the RevB BoD, previous mgmt (Minto & Allsworth) and BOO. The support of other institutional investors could be vital. Private investors will probably be bystanders.
The RevB BoD want to keep their jobs and remuneration package. Bob Holt will want to keep his reputation intact and the only way he can do that is if he wins the battle against BOO. If he loses, then it’s a massive loss for him and other Board members.
BOO don’t care about RevB shareholders, their focus will be to create value for their shareholders. The RevB Board has a duty of care towards its members and will be fully aware of their fiduciary duties. A lowball takeover is not in the interests of the vast majority of shareholders.
I don’t think legal action against Minto will lead to anything. I feel this could be a bargaining chip to force him & Allsworth to back the current Board. This was also an opportunity to inform the market that the delay in results being published wasn’t their fault. It’s also worth noting that Minto and Allsworth might have different views, the latter was a member of the BoD until recently.
Last week, I mentioned keeping the shares suspended could be a tactical move by the BoD to ensure BOO can’t build their shareholding to gain increased leverage, which is probably the correct.
The market doesn’t like uncertainty. If the shares came out of suspension right now then expect a sharp drop at the open. I'm sure BOO will be waiting to take advantage of the situation. The Company has fantastic potential, revenue has improved and will continue to do so with new partnership agreements but it’s still unprofitable. Unless FY23 accounts show a profit and the FY24 forecast is positive, we won't see any imminent rerate.
Lastly, I agree with middleEastMoney. This is a massive wake-up call for the RevB BoD who need to come out fighting to protect the Company and its shareholders. I think discussions between the parties have been ongoing for a while in the background and Bob has responded to some shareholders, including me in frustration.
middleEastMoney mentioned the Capital Markets Day and a possible raise to fight off a possible bid i.e. issue more shares into safe hands AND strengthen the balance sheet. Okehurst1 mentioned a fund raise but suggested BOO could be the main funder. He’s invested in BOO so would hope this was the case.
I feel middleEastMoney could be correct in his analysis. The only way Bob Holt will gain control of the situation will be to raise cash from friendly external investors. BOO won’t be happy because it means they have less leverage but this could be the only successful route out of the situation. As a RevB shareholder, I would be happy with a 10-20% dilution if it means the BoD can fight off a lowball take
The Company's first AGM will take place on Tuesday 27 June 2023, which is 2 weeks away.
How are shareholders supposed to vote FOR any resolutions after a 10 month suspension and absent IR?
Some posters on this bb have said they're happy with the way Bob Holt and Elizabeth Lake have conducted themselves but what have they actually done since taking over? Are there are signs of them creating valuing for current shareholders? Are they worth the remuneration package they have awarded themselves? Are their interests aligned with long term shareholders?
They have been at the wheel for some time now but the destination is still unclear.
Results for FY22 were expected to be poor but H1 23 weren't great either, the full year FY23 results haven't been disclosed and we still don't know the performance for Q1 FY24 even though we were told they would be disclosed soon after the FY22 results.
Do we have any choice other than to elect them?
The bigger question is how will BOO and the previous Board vote?
There's a chance that things could turn really nasty in the next couple of weeks I'm afraid to say. If BOO want to remove a Board member to send a message to the rest of them or they put forward their own Board member they could force this through with ease in my opinion depending how the previous Board members vote. If the previous Board are not happy with the way the current Board are performing then they could try to force things as well.
This paragraph could be key:
"The Company specifies that only those members registered on the Company’s register of members at 6:00 p.m. (London time) on Friday 23 June 2023 or if this annual general meeting is adjourned, at 6:00 p.m. on the day two business days prior to the adjourned meeting, shall be entitled to attend and vote at the AGM."
Keeping the shares suspended could be a tactical move. Shares could come out of suspension a day before the AGM so BOO cannot gain more voting power before the AGM.
https://revolutionbeautyplc.com/wp-content/uploads/2023/06/Revolution-Beauty-Group-plc-Notice-of-AGM-June-2023.pdf
We need to get our proxies in asap to ensure our votes are counted. I'm still unsure how to vote, I don't think my shareholding will make any difference to the overall result but I'm inclined to vote AGAINST all resolutions just to send a message of disapproval to the Board. It depends if I get a response from IR and what they say.
MiddleEastMoney, if it's not insider information then just say what it is then LOL
SOURCE? TRUST ME BRO!
Not a great set of results for H1 23 to be honest. The full year results will probably be slightly better but I think we will have an overall loss for FY 23, which is disappointing. We need an ambitious forecast for FY 24 to see a rerate when shares come out of suspension. Management team has been strengthened further and deals with Boots, Superdrug, Primark, Walgreen, Target, Walmart, etc seem to be delivering. Revenue is down due to online sales, which isn’t a major concern to be honest as marketing activity was probably limited due to the shenanigans of the medichem purchase. New retailers will compensate for the temporary loss in online revenue anyway. Sorry to say we won’t be seeing £1 anytime soon.
If you base your opinion solely on the FY22 accounts then 19p is probably fair value even though the loss was mainly due to one-off costs like Medichem purchase, IPO costs, stock provision and high freight costs due to the pandemic. However if current forecasts are accurate for FY23 and revenue is close to expectations and we make around £20m profit then a rerate is inevitable. At 19p, the company is valued at around £60m, which seems too low based on forecasts even if you account for the debt. The good news is that actual numbers for FY23 are not far away. New management and deals with the likes of Primark and Walmart are not priced in either. We haven't even seen the full potential from previous partnerships with Walgreen, Target and Boots either. If numbers are close to forecasts and we get a strong forward looking statement then I'd be very surprised if the share price didn't open 50p+ on the first day of trading. Hopefully FY23 accounts are published soon showing decent profits and we get a good forecast for FY24.
"The Company intends to publish its interim results for the period ended 31 August 2022 within the next two weeks. This announcement will also contain an update on the FY23 financial year, current trading during FY24 to date and provide an update on progress towards the lifting of the suspension of trading in the Group's shares."
The updates above will be the catalyst for a rerate in the SP. Although interim results relate to H1 FY23 (Mar to Aug 2022), we will also get trading figures for H2 FY23 (Sep 22 to Feb 23) and Q1 FY24 (Mar to May 23). A clean state from the previous Board and strong figure from the previous 15 months trading should demonstrate the company is in a strong position moving forward. Todays results show the contracts signed by previous mgmt with the likes of Walgreen (2800 stores), Target and Boots, the next update should prove the credentials of the new Board when deals like Primark and Walmart are announced. It was absolutely the right decision to let the dust settle before releasing a strong forward looking statement within 2 weeks.
Just had a quick scan of results.
* Revenue jumped by 35% from £157.6m to £184.6m
* Net assets jumped from -£10.9m to +£21.0m
* Net bank debt reduced from £68m to £7.9m
* Cash in bank £11m at the end of April
* The £44.9m loss is mostly due to impact of goodwill arising from the purchase of Medichem (£13m) and exceptional IPO costs (£8.9m) plus other costs.
* Profitability was impacted by stock provision and high freight costs due to pandemic. Again one-off costs.
* Social media followers jumped from 5.7m to 7.0m
* Well diversified sales territories including UK, US and ROW
The interims are next, which will be more relevant to investors and future growth as the above results relate to previous management.
Look forward to seeing a reduction in monies owed to Allsworth.
MHL2020, I agree with your thoughts. What comforts me is the fact that BOO are not taking any drastic action. If they were concerned with suspension then they would ask the BoD to call an EGM because they're way above the threshold required to force one. Having said that, BOO are probably in contact with the BoD and have more info compared to private investors. If dialogue is taking place then a lowball takeover is of concern.
An acquisution may be difficult for BOO but a merger is a possibility that could benefit both parties if fair value is attributed to Rev B.
Faustus,
I'm glad you see the funny side of the situation. Mental health is extremely important in these types of situations.
I suspect you're annoyed because I didn't respond to your email of 31 March. All members of the shareholder group (including you) are aware of the legal firm we were liaising with because we sent the information via email. We liaised with the same firm prior to the high court sanction hearing last year that I attended. In fact, you responded to an email that was sent the day before, which mentioned the name of the solicitors firm.
Your other questions have been answered via ASAG correspondence. It’s not possible to respond to over 130 individual emails and we shared everything we could with everyone.
The fact that you filled a form on my request, provided your personal details to me and made a pledge towards a legal fund, and only then started questioning who I am because requests were made asking those who made pledges fulfil them is in fact the most comical part of your argument.
I’ll remove you from the mailing list because I don’t want some “unknown entity” to influence you. Other members of the shareholder group will get an update today.
All monies paid towards the legal fund will be returned ASAP. We managed to build a decent pot of cash for legal expenses. I have no qualms in saying that I have huge respect for those who fulfilled their pledges towards the legal fund, and my loyalty lies with these individuals who proved their trust in the ASAG leadership team.
I was told last week that they "remain very hopeful" of having the FY22 annual report published by the end of April.
The nominated advisor will then submit an application to AIM to have the company’s shares relisted.
The Board hope to be at the very end of this process and enable the company to move on.
I'm certain we will get an update this week, but I can't be 100% certain if the annual report will be published or whether another extension is announced. I'm hoping its the former and we get some form of closure to the problems faced over the last 8/9 months.
We also need a strong forward-looking statement to reverse the negative market sentiment.
''Strong twitter rumblings that Magic Mo will pull this one out of the bag for us''
I'm not sure whether this was said in jest but to clarify, I'm not part of any twitter group and don't know what these strong twitter rumblings allude to.
There’s good progress being made with several hours of discussions via zoom taking place yesterday with Edwin Coe and several shareholders. It’s not possible to go into huge detail right now but we will provide as much transparency as possible in the coming days.
A meeting has been offered with Amigo management, which is expected to take place in London on Friday. We will need to establish between now and then what we propose to discuss.
Several scenarios were discussed with Edwin Coe who will look at each in more detail and provide their analysis. A response is expected from them soon, which will provide guidance to what is legally possible.
We’re still seeing a good level of response to the survey, and now have 100+ shareholders who own 103m+ in shares.
We need to ensure that we can reach out to nearly every shareholder to complete the process since we will be asking for proxies when dealing with the company and the more shares we can represent the better. Please encourage anyone who hasn't responded to do so.
Also, offering to contribute to the legal fund, which currently sits at over £30k would be most appropriate and welcome. We won't commit a penny of the funds unless absolutely necessary, but having good legal advice will protect all of our interests. Excess funds will be returned on a pro rata basis.
Survey link for those who haven’t completed it: ?https://forms.gle/6CA3vTh9dCFfvS9p8
Fake entries have been removed. I’m not sure what people achieve by wasting their time on making these submissions but it’s very sad to see.
We appreciate the discussions being had here. Please continue making comments as they are being read and discussed. Apologies for not being able to respond.