REVOLUTION BEAUTY GROUP PLC

("Revolution Beauty", the "Group" or the "Company")

Shares to be restored to trading on AIM today

Confirmation of grant of share options

Update on hostile shareholder action

Revolution Beauty Group plc (AIM: REVB), the multi-channel mass beauty innovator:

·      announces that its shares are due to be restored to trading on AIM at 7.30 a.m. today;

·      provides an update on the position with boohoo Group plc ("boohoo") following the Company's annual general meeting ("AGM") which was held yesterday, as previously announced; and

·      confirms the grant of share options disclosed in the Company's annual report and accounts for the financial year to 28 February 2022, which were published on 26 May 2023 (the "FY22 Accounts").

The board of Revolution Beauty ("Board") remains focussed on value creation at this critical time for the Company, and continues to believe that boohoo's hostile actions are value-destructive, opportunistic and self-serving, as well as not being in the interests of the Company's shareholders as a whole. 

Shares to re-commence trading on AIM today

The Company is delighted to confirm that, in conjunction with its Nominated Adviser, it has requested that its shares be restored to trading on AIM at 7.30 a.m. today.

The Company's shares were suspended from trading on 1 September 2022, as the FY22 Accounts were not capable of publication at that time.

The Group faced a series of material and well-publicised issues, as summarised in prior announcements and in the Company's now-published FY22 Accounts. These historical issues culminated in an independent investigation into the actions of certain former directors and members of management and, as announced on 20 June 2023, in possible litigation against the Company's founder and former CEO, who retains a stake of approximately 15.8% in the Company.

Revolution Beauty's Board and management team, supported by their exceptional group of staff, have worked tirelessly for the last 10 months towards resolving the historical issues which have resulted in many detrimental outcomes for the Company's shareholders and other stakeholders.

Significant board and senior management changes were implemented in the wake of the independent investigation, and the directors and management team finally succeeded in completing the audit of the FY22 Accounts, as announced earlier this year.  This was a significant step towards the restoration of the Company's shares to trading on AIM, and one that was achieved notwithstanding the historical issues uncovered during the independent investigation.

In addition to the publication of the FY22 Accounts, the management team have now also completed the following important steps that were required before the Company's shares were capable of being restored to trading on AIM:

-     publication of the Group's interim results for the six-month period ended 31 August 2022 (released on 2 June 2023);

-     as detailed in the interim results announcement on 2 June 2023, a review of the Group's Financial Position and Prospects Procedures (FPPP), to ensure that the Group's processes and procedures meet the standards required of an AIM company. This review is now complete, with all internal policy documentation (updated as appropriate) agreed and in place;

-     a review of the Group's working capital has been completed. The directors commissioned a review of the Group's working capital to February 2025 and are satisfied the Group will have sufficient working capital during this period, and accordingly the Company's financial position has now been clarified. However, the Group draws the attention of shareholders to the material uncertainty regarding going concern disclosed in the FY22 Accounts and the FY23 interim results; and

-     Rachel Maguire and Matthew Eatough were appointed yesterday as non-executive directors, and Derek Zissman, Bob Holt and Elizabeth Lake were re-appointed, to work alongside Jeremy Schwartz. The Company believes that its board is now well balanced and suitably experienced, with four non-executive directors and two executive directors, and is appropriate for a listed company of its size and stage of development.

Following the above, the Company and its Nominated Adviser, Zeus Capital, have requested that the shares of the Company be restored to trading on AIM, which is due to happen at 7.30 a.m. today.

Confirmation of grant of share options

As previously disclosed in the FY22 Accounts on 26 May 2023, the Board consider it important to retain and incentivise the Company's management team and to reward them for the hard work done and the trading performance improvement delivered over the past 10 months, especially in connection with the recently published accounts and other matters, including preparing for and achieving the Company's restoration to trading on AIM following the suspension of trading on 1 September 2022.

Given the imminent lifting of the suspension in trading, the Group's Remuneration Committee has now confirmed the grant of the share options contemplated by the FY22 Accounts on 26 May 2023 to Bob, Elizabeth and the other members of the Company's management team.  The Company believes that these option awards will incentivise the management team to continue delivering growth in shareholder value.

5,684,210 nominal cost options were awarded to Bob Holt and 2,842,105 nominal cost options were awarded to Elizabeth Lake.  In addition, 1,875,000 nominal cost options were granted to sixteen other members of the Company's management team.  These nominal cost options represent, in aggregate, a total dilution of 3.4% to the Company's issued share capital.

The options awarded are fully vested, but the shares will be subject to a 12-month holding period.

The notification in the appendix to this announcement, made in accordance with the requirements of MAR, provides further detail on the awards made.

Update on the hostile shareholder

The Board reiterates its prior views regarding boohoo's attempted hostile takeover of the Company's board.  The approach taken by boohoo towards Revolution Beauty is nothing short of value-destructive, opportunistic and self-serving.  At a time when, thanks to management's tireless efforts, the Company's fortunes are significantly improved, with business back on track and restoration to trading on AIM occurring later today, boohoo is seeking to stage a board and management control coup without making a general offer, or paying a single penny, to independent shareholders of the Company.

Risks to shareholders in relation to the boohoo proposals and general meeting

The Company reminds shareholders of the potential risks attached to the boohoo proposals in relation to the Company's ability to retain its listing on AIM.

The fundamental changes to the Company's board proposed by boohoo could potentially lead to the Company not having an appropriate board of directors for a listed business. This could, if it is not able to be remedied to the satisfaction of the Company's Nominated Adviser (which would require, inter alia, the Nominated Adviser to be comfortable that boohoo does not have the ability to exercise undue influence and control over the Company) result in the Company's Nominated Adviser being unable to continue acting for the Company, and the Company's shares being suspended from trading on AIM again as a result. There is no guarantee that this could subsequently be remedied (either expeditiously or at all), meaning that shareholders could be left holding shares in an unlisted company with a board controlled by boohoo.

Shareholders should be aware that boohoo's actions, if they continue, are very likely to cause the accounts for the year ended 28 February 2023 ("FY23") to be significantly delayed, and reminds shareholders that if the accounts for FY23 are not published by the end of August 2023, the Company's shares would again be suspended from trading on AIM.

Absent the consent of the Group's lenders, a further suspension from AIM would also trigger a breach of the Group's banking facility.

All of these adverse consequences for the Company and its shareholders could be easily avoided.

Revolution Board continues to be open to dialogue

As previously announced, the Board continues to be prepared to engage with boohoo in good faith and in a constructive manner, to avoid the destruction of value for all shareholders.

The Company will make further announcements as required in due course.

In the meantime, shareholders are encouraged to support the current directors and the Company, but to take no other action.

Derek Zissman, Chair of Revolution Beauty, said:

"The Board is delighted that trading in the Company's shares will resume this morning.  We believe that the restoration of liquidity is in the best interests of all of our shareholders."

For further information please contact:

The person responsible for arranging the release of this announcement on behalf of the Company is Elizabeth Lake, the Chief Financial Officer of the Company.

Appendix

PDMR disclosures