Member Info for onsolidground

Boohoo didn't like what was happening at Revolution Beauty and sought to bring about change

Coincidentally John Goold, the CEO of Kelso was a Non Executive Director of Boohoo during this (and was probably the architect).

Note the use of Section 303 of the Companies Act

https://www.lse.co.uk/rns/BOO/statement-regarding-revolution-beauty-group-plc-bhq15sciic4qhjp.html

https://www.theguardian.com/business/2023/jun/28/boohoo-raises--concerns-bosses-of-revolution-beauty-fired-then-rehired

https://www.retaildive.com/news/revolution-beauty-ceo-to-exit-boohoo-settlement/688241/

You can fill in the blanks by reading fuller coverage.

Not saying it will but just pointing out where this could ultimately end up.

Over to you to decide whether the pressure is building or not for an "unlocking" event that will get us far nearer to a Sum of Parts valuation.

Please also just be aware that Kelso have openly disclosed in a previous presentations that this is one of their Armoury of Tools.

"Section 303 CA 2006 (Companies Act) – ability to appoint or remove directors (5%+ / 51% vote"

~ The mood started to change here around the Q3 results update in September for, the Active Investor and shareholder Kelso, had been striving for THG to issue a strategic update with it's Q3 numbers. That didn't happen to any degree and things were exacerbated with the mention during the accompanying results webcast of the potential to seperately list Myprotein "in the not too distant future" and 2 recent approaches that had been made for the THG Nutrition business Neither of these updates were in the Q3 update or any seperate RNS. Facts that themselves drew seperate comment

~ Then you had the Jamie Gallagher Linkedin reply to a Matt Moulding post commenting on Clare Cole from the FCA speaking out about the ills of "The City". In essence as a holder of some 1.1Million shares he was not interested in what Clare Cole had to say but more interested in what the Board of Directors were doing to resurrect the THG share price and "where's the strategy Matt" Was noteworthy and worth finding it if you are unaware of it. Probably representative of the views of many PI's.

~ Then 11th October Kelso announce the appointment of Sara Rajani - Ex-Elliot Management to their Board, Elliot being one of the most revered Active Investors globally.

https://www.thebusinessdesk.com/northwest/news/2122238-thg-and-ncc-stalker-kelso-hires-expert-in-%E2%80%98executing-successful-campaigns%E2%80%99

Then bear with me if I slightly reverse events and put them in the correct chronology so you can understand them better.

~ 30th October Kelso write to the THG Board. No mention of it from THG and we only get to hear of this when Kelso RNS it on the 7th December. I suspect they had been talking to some shareholders prior hence what comes next.

https://www.lse.co.uk/rns/KLSO/update-on-thg-investment-8ed3mbr3yyxu6la.html

~ In between times Matt Moulding and Angus Monro (Ex THG Executive) have sought fit to have been accumulating Kelso shares and announce between them a > 6% holding. The Times also runs an article on this looking like a Pacman Defence.

https://www.lse.co.uk/rns/KLSO/notification-of-major-holdings-sh2a5kyxq25iq7j.html

https://www.lse.co.uk/rns/KLSO/notification-of-major-holdings-oj36cc607rxtwar.html

https://www.thetimes.co.uk/article/moulding-employs-pac-man-defence-as-kelso-urges-thg-break-up-hldgtmrdm#:~:text=Luxury-,Moulding%20employs%20'Pac%2DMan%20defence'%20as,Kelso%20urges%20THG%20break%2Dup&text=Matthew%20Moulding%20has%20taken%20a%20stake%20in%20the%20activist%20investor,to%20counter%20potential%20hostile%20takeovers.

~ Then the above Kelso missive to THG becomes evident through RNS

~ Then the very next day you have OVMK an Institutional shareholder breaking ranks and also coming out in support of Kelso.

https://www.businesswire.com/news/home/20231208382131/en/Statement-From-OVMK-Asset-Management-Netherlands-Regarding-the-Recent-Publications-on-THG-Plc

Over to you to decide whether the pressure is building or not for an "unlo

Morning Rock8.

I don't think I'd be wrong in stating that you haven't been the greatest fan of Matt Moulding over the last many months. As such I thought you and all the other Matt haters on here would be chomping at the bit to add as many shares as you can to increase your holding and hence your voting power !!

Pressure mounted on online retailer THG after a second shareholder called for it to break up its business. Dutch asset management firm OVMK, which owns 2 per cent of the London-listed firm, has joined Kelso Group in demanding that the beauty, nutrition and commerce platforms are spun off into separate companies.

Shares in THG increased 6.6 per cent, or 5.16p, to 83.26p taking its gains for the year to nearly 90 per cent.'

https://www.thisismoney.co.uk/money/markets/article-12843117/MARKET-REPORT-Sainsburys-shares-set-best-year-1992.html

OhhAhh so far every bit of capital event action has been conciliatory / amicable

I think with the breaking of ranks today then the next actions we shall see here will be hostile.

I was a holder and witnessed first hand what happened at REVB.

There can't be many of the LTH's out there that are happy with the present situation...

All resulting in a significantly higher share price than where we are today. OhhAhh

Meantimes a strategic update with an intention to relist THG Nutrition in the US for instance would be worth £2.00 - £2.50 per share just on conservative estimates. (remember the revenue multiples Mars paid ontakeover of Kevins Natural Foods) Then they have to value THG Beauty and THG Ingenuity to add on top.

Probably a weekend of MM lying on a cold tiled or stone floor again working out his options.

They the BoD have been too long not heeding perfectly satisfactory advice to enhance shareholder value and can only have themselves to blame.

It is easier to replace some of the Board and you can reach the same goal.

You only need the support of 5% of shareholders to table a resolution or resolutions and its >50% in any vote to replace.

Wrong on both points I think you will find Monty888

Divide and conquer as the saying goes. I just wonder how many others, less publicly have voiced their support to Kelso since their RNS.

It just emphasizes who is watching the RNS's newsfeeds.

This should mark the start of things coming to a head, one way or another, and n the meantime our main holding in @THG is rising.

Wouldn't be selling either @THG or @KLSO at this present moment in time for they could both return several multiples of their present share price with the right news.

Happy to sit and hold for the update E_AL on the 20th and to see what's been achieved in between times. Plenty actviity going on to shore up the balance sheet in the first of two halves.

A nice little strategic buy in and this should bounce considerably.

Management has been making progress in organic actions to unwind working capital, collect receipts on ongoing and new contracts and to unlock long-outstanding commercial settlements. In addition, Management is considering the sale of non-core assets, and is actively engaged in discussions with financial investors to take a non-controlling position in certain other components of the business portfolio. As part of an overall plan, these transactions would result in a material improvement on the balance sheet.

https://twitter.com/baroninvestment/status/1731648852761960715

Or does the potential for those options being enacted and OVMK's statement Force Moulding to issue a strategic update and confirmation of either a seperate listing for Nutrition or a relisting elsewhere.

The dynamics on this share just changed considerably today after OVML's statement - and effectively aligning themselves in the same camp as Kelso. Who else decides to either speak up publicly or simply contact Kelso and indicate their support will be kelso's knowledge and their alone.

Then what would Kelso do with it as Activist Investors?

Go down the Company Act route to replace or do they sit down with the likes of Apollo or other Private Equity and what support they have and let Apollo or the other PE decide to make a hostile approach. No Golden Share to block things any longer.

Was thinking exactly the same.

Very nice indeed.

Snapchat isn't short - he's a trader masquerading as a disgruntled ex employee.

When posting negativity they have sold. When quiet they are holding.

Not hard to work out.

Best thing to do is understand that, filter them and don't respond to them.

Happy to wait for the update on the 20th and any breaking news in between times.

Might even get some further leaks on progress over the weekend.

I wouldn't rule out any potential for a takeover at these levels. But more to the point I'm actually quite looking forward to the 20th Dec for an update on how we are getting on with fixing the balance sheet. There were a lot of quick fixes in there and some of them had already been being progressed prior to the announcement.

"Management has been making progress in organic actions to unwind working capital, collect receipts on ongoing and new contracts and to unlock long-outstanding commercial settlements. In addition, Management is considering the sale of non-core assets, and is actively engaged in discussions with financial investors to take a non-controlling position in certain other components of the business portfolio. As part of an overall plan, these transactions would result in a material improvement on the balance sheet."

Each positive step forward you would expect would result in fairly decent adjustment back up.

https://twitter.com/baroninvestment/status/1731648852761960715

Stockbrokerbelt you need to replace the word AGM with EGM.

If they get enough support and wish to go down the Company Act route then Kelso don't have to wait.

The weekends coming up. Take a look over the weekend at what happened at REVB.

Worth keeping an eye on the volume of Kelso shares traded Brewman91 for if we start to see any appreciable volume increases over there then it's probably Moulding and friends increasing his Pacman defence and I think we can then guess what would be coming.

That said they also stand to gain decently from any potential unlocking event here and if I were them I'd probably CFD for more THG shares just to up the ante.

Was gapped down with the spread and most watched that so it's probably gapping back up to the 25p region where there was a lot of business done only a few days back.

The present market cap is screaming takeover candidate.