Member Info for Okehurst1

Hi HH

Suggest when BOO doubled their stake whilst RevB was suspended showed their intent, they have gamed this out , I don’t think they want RevB to be quoted separately, that makes no sense commercially ?

They replace the BoD, buy the 32% as part of a tender offer at no more than the highest price they have paid last 12 months

RevB doesn’t come back to the market and they work away to get to 75.1% then scheme of arrangement

They would be nicking RevB but it hinges on the 2 ex directors backing Bob or BOO ? Make your call who you think they will back and do they want a placing and be diluted ? Or just take the cash and run ?

… and maybe BOO II shareholders that the BoD have a plan

BOO refrained from a tit for tat response to Bob’s RNS

not too sure who the audience is for this mornings RNS other than the existing RevB management team - the ones who retained their jobs and were not part of the alleged fraud involving directors / senior managers

Guess BOO want to keep the above on board and are demonstrating they will have a CEO with experience in the sector not someone from the construction industry taking the business forward

Thanks for the response Wolf

Why do you think RevB have not been able to re list ?

Any ideas to counter mine ? - genuine question btw

Downtime, thanks just read the posts you identified

Messages crossed as the posters pick up on max shares that can placed / raise funds without an AGM resolution approving

Rev B can’t re list without audited accounts / and or fund raise

Does look this has been BOO’s tactics, it’s blocked RevB adding the resolution to the AGM by calling for an EGM to remove the BoD

Mentioned this numerous times but this will come down to which way the 2 ex directors vote their 32%

Game of chess egh ?

Nb ex directors

Wolf let’s look at stuff we agree on because that’s what RevB have told us ?

£22M plus of net assets Feb 2022 - audited

£12M loss H1 2022 non audited

No increase in profitability H2 we can all but guess what the loss is for full year ?

Ditto we don’t know what the loss is since March to now ?

Auditors said ‘ material risk ‘ and the Bank have conditions on the loan, it’s not covenant light.

All the above is fair comment as it’s fact ?

This is has been my point all along, the AIM team won’t let RevB back on the market without a signed off audit from Feb 22 to Feb 23 as they don’t know what the loss is ? Is it £24M as H2 carries forward ? Is it more ? We don’t know and neither do the AIM Team

16.3 AIM reg is quite clear on this point in terms of minimum net assets ?

Regarding the 2 ex directors voting for a separate BoD that’s got nothing to do with potential legal action today, in fact

Rev B have not even filed papers just an intention to do so and have given Minto until July to respond to their correspondence, either way RevB’s claim has not been proven in court, how can they stop the directors from managing their business affairs, put aside Tom has not even been mentioned by RevB for legal action ?

Finally, I have pointed out quite clearly why RevB in my opinion has not relisted, genuine question, what’s your reasoning why ? You may have valid reason ?

Downtime, I have no idea what’s going on in Minto/ Toms head , other than they netted £13M each after tax from the IPO - public information

Rev B is suing one of them and Rev B can’t raise / increase more than 10% of the current issued shares without shareholders agreeing, I suggest that’s why BOO made their move, to block them raising cash

Mentioned before do both these shareholders want to put a good wedge of their £13M - whatever free cash they have - back into RevB knowing they will probably have to fund an expensive civil case or settle ? Make your own mind up but mine is they won’t participate in a raise and don’t want one .

They vote to remove Bob and possibly take the Tender offer off BOO which could be worth £12M to £15M between them or higher depending on the highest price BOO paid, the above is just an opinion , who knows ?

Logic says they can’t really put out a poor TU - after the decent full year FCF performance and follow on analyst call - then on the other hand say they can run RebB better than Bob, who Tbf has done well stabilising RevB ?

Wonder if we get a TU of sorts in the morning ?

Hi Downtime

It’s sure getting interesting

‘Similarly, the audit of the Group's financial statements for the financial year ended 28 February 2023 is well underway and the Current Directors have been working closely with the Group's auditors in finalising this process.

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. The Company will also make shareholders aware of any further implications of boohoo's actions that may impact this process or the ability of the Company's shares to trade on AIM’

Citadel like Norge were playing 3 hands with BOO?

Long, Short, Lending to other shorts ? By selling some their BOO shares then by default there are less shares for the market to borrow !Norge similar ?

Looks like we have an orderly exit by some of the II Shorts running short /long trading books ?

Agree Terry

Suggest the market also wants to see how BOO fund RevB if they win their boardroom battle

Rev B Bank may well be satisfied to let BOO PG via group balance sheet but of course that’s a 2nd charge after prime lender to BOO, gut feel BOO just pay off from the £300M on hand

As we don’t know what they budgeted from capex for RevB this year - last year was £15M - we can only guess they think they can take control for around another £40M give or take

MS has thought it was a good time to strike until the above resolved one way or another and TU comes out

MS lopped £20M at BOO shares yesterday, we know he likes 10% normally so we can guess he will try and pick up in the market

If BOO land RevB & have a decent TU and alongside MS buying stock then the Shorts are under pressure when to close

Downtime

It’s an emotive subject discussing RevB on this BB as joint holders get stressed with a debate like the first time poster protom below - filter button if the poster doesn’t want to see my posts btw

First off it’s super important for BOO shareholders on a number of points

- RevB is losing money, it had a £22M on its balance sheet Feb 2022 less £12M losses Sept 2022, it’s margins were not material enough to turn around in H2 so RevB balance sheet may be around £5M to £1M today with those extrapolated, we just don’t know as we have no audit as yet

I didn’t explain myself yesterday the above is a better way to look at it

Of course the last 16 months of trading is unaudited so what we see above is what the AIM team see

- BOO spent £91M on capex 2022 £15M of this was on RevB

we have been told they will spend £85M capex 2023 to complete USA/ Sheffield phase 2 but they didn’t elaborate or get asked the question on the analysts call had they budgeted for RevB capex ?Will we fund from the £300M cash on hand ?

Repay the RevB bank who will only support if RevB re list

etc. important questions we don’t know the answer to

We now know BOO are going for the jugular of RevB, take out the BoD and nick the business, IF they pull it off -and they can only do that if Minto /Tom back them - then RevB won’t relist

and BOO fold Debenhams /Rev B together and become an Omichannel platform, it will arguably be the best bit of corporate business BOO has done bar invest in the USA 1M sq/ft automated fulfilment centre

Just on Bob, BOO couldn’t have stopped Bob relisting RevB if RevB didn’t need a raise -the points in the first paragraphs above identify the risk - alongside audited accounts due and

‘ material risk ‘ on the audit which was 15 months old then the AIM team wouldn’t take a chance, they want current audit sign off

All the of the above is kind of conjecture now other than which way do the ex directors vote and IF BOO win how do they fund RevB

My call, they have Minto / Tom and Ashley and it’s game over for Bob and he won’t get his share of the £3M bonus he was paying himself for relisting

Hosai

Look at 16.3, no chance of being able to relist without audited accounts, we know they have lost money since Feb 2022

how do they get past 16.3 ?

Hi Wolf

Apologies didn’t explain myself in full

Restated 12M

The interims are not audited and won’t be accepted by the AIM Team so they can only go off latest audited accounts which show a negative balance sheet

It’s why Bob couldn’t relist

Bob Holt is helpless in his current situation, which probably explains this mornings RNS, it wasn’t a face off with BOO but going for ex management / frustration

Rev B can’t come back to the market without a fund raise - think that’s firm if we look at the audited accounts / interim update and the AIM 16.3 rule

Open for a sensible explanation how Bob gets around 16.3 without a raise ?

Hence the Bank has a covenant that the funding is only in place if RevB re list, the Bank knows the company needs to raise cash

Think we say it’s highly unlikely after Bobs outburst today that the 2 ex directors will be supporting Bob and highly likely they won’t support a rights issue and will vote with BOO to remove Bob/ Liz

It’s not material but Ashley will vote to remove Bob as he serves no purpose

As such Rev B won’t return to the market, BOO deal with as a private business and nibble away to get to 75.1% and scheme of arrangement

BOO doesn’t have to raise money to re list or

fund RevB it can use its own £300M cash on hand

Ball park another £40M on top of what they have already paid and they fund via Capex budget - as they did the 27% for £15M

Looking at the latest Reb B audited accounts

Total assets for Revolution Beauty Group plc as of February 28, 2021 were £131.43 million, and total liabilities were £125.99 million. This results in a net asset balance sheet worth of £5.45 million.

We know from the recent management numbers they incurred additional losses of £12M H1 2023

Think it’s fair to say RevB have a negative balance sheet of at least £7M

Worth a look at Rule 16.3 AIM handbook

Re-listing with negative balance sheet

(1) A company that is re-listing on AIM with a negative balance sheet must have:

(a) net assets of at least £1 million; and

(b) a positive working capital balance.

(2) The company must also have a nominated adviser who is satisfied that the company meets all of the LSE's requirements for re-listing with a negative balance sheet.

(3) The LSE may impose additional restrictions on the company's trading, such as requiring it to have a higher minimum share price

What a morning for Mike

Announcing

9% in Curry’s

5% in BOO

£70M share buyback

And it’s still not 1pm

Due to BOO being heavily Shorted it adds an extra dimension for us Longs

We know Mike likes 10% min

Big Mike will be trying to get the other 5%

It’s not going lower now big Mike joined the fun

Battle for the Shorts to close , the market knows big Mike loves 10%