Timeline: A guide to Revolution Beauty and Boohoo Group's battle for control - Indoors Beauty

Timeline: A guide to Revolution Beauty and Boohoo Group’s battle for control

Timeline: A guide to Revolution Beauty and Boohoo Group’s battle for control

Revolution Beauty and Boohoo Group have hit the headlines all through the previous couple of weeks over their steady battle for control of the troubled cosmetics firm.

TheIndustry.magnificence has put collectively a timeline explaining the current battle between Revolution Beauty and Boohoo Group, in addition to some background on what went incorrect with the corporate.

Background

Revolution Beauty was thrown into disaster final autumn when shares have been suspended after auditors refused to log out its accounts for the final monetary yr, which sparked an investigation into its funds.

In October, Revolution Beauty’s Executive Chairman Tom Allsworth and CEO Adam Minto agreed to quickly step away from the enterprise amid the continued investigation.

In November, Adam Minto introduced his resignation. Shortly after, Bob Holt OBE was appointed because the group’s new CEO. Holt had beforehand been offering management to the enterprise as interim Chief Operating Officer.

In December, Revolution Beauty introduced the resignation of Gita Samani and Edward Rumsey as Non-Executive Directors.

In January, an unbiased investigation by Macfarlanes and Forensic Risk Alliance discovered Revolution Beauty had inflated gross sales by £9 million to meet annual targets and unearthed considerations with the group’s accounts, together with claims that non-public loans have been made by Minto and Allsworth to an worker and to distributors.

The pair have been discovered to have made loans and different investments of round £1 million to one of many distributors, and Minto supplied a £300,000 private mortgage to the house owners of a separate distributor, which weren’t disclosed to the board on the time.

The probe additionally alleged that inadequate checks had been made on acquisitions.

Earlier this month, Revolution Beauty revealed doable authorized motion in opposition to Minto. The firm despatched a letter of declare to him final month alleging that he breached his duties to the agency.

Revolution Beauty vs Boohoo Group

Pre-AGM

Over the previous couple of weeks, Revolution Beauty and Boohoo have launched a collection of again and forth statements over the control of the cosmetics firm.

It started as Boohoo, which holds a 26.6% stake within the firm, known as for the removing of Revolution Beauty’s CEO Bob Holt, Chairman Derek Zissman and CFO Elizabeth Lake on the agency’s annual common assembly on 27 June 2023.

It additionally requested a separate common assembly to oust the three bosses and change them with Boohoo Non-Executive Director and former New Look Chairman Alistair McGeorge as Interim Executive Chairman and ex-Boohoo finance boss Neil Catto as CFO.

At the time, Boohoo mentioned: “As Revolution Beauty’s greatest shareholder, we’re grateful to Bob, Derek and Elizabeth for stabilising the enterprise.

“However, as Revolution Beauty transitions to its subsequent part, the place the main target should swap to development, Boohoo believes a senior management crew with the correct retail, e-commerce and client manufacturers expertise is required to ship shareholder worth.”

Following this, Revolution Beauty labelled Boohoo’s plans as “value-destructive, opportunistic and self-serving”, stating that it’s presently “buying and selling effectively” and expects to ship excessive single-digit development in income for the yr ending 28 February 2024.

Adding gas to the fireplace, Boohoo then introduced its want to additionally add former THG Beauty CEO Rachel Horsefield to Revolution Beauty’s Board of Directors.

Post-AGM

The AGM befell on 27 June and noticed votes of over 73% in opposition to the re-elections of Holt, Lake and Zissman. However, remaining unbiased director Jeremy Schwartz then opted to defy the vote and reinstall the crew afterwards.

Schwartz mentioned his selections have been “not taken flippantly” however that he acted to restore Revolution Beauty’s shares to the AIM inventory trade, which have been suspended from buying and selling since final yr following an auditing probe.

Boohoo blasted the transfer as “self-serving”, voicing “critical considerations” over the group’s conduct following the AGM.

Revolution Beauty’s shares resumed buying and selling on 28 June, which noticed its share value rocket and shares value round £2 million awarded to CEO Bob Holt, CFO Elizabeth Lake and different senior executives to “reward them for the arduous work achieved”.

In response to this, Boohoo demanded that Revolution Beauty clarify why it granted shares to its CEO and CFO for free, regardless of a majority of individuals voting to take away them from their positions.

The group requested Revolution Beauty to publish the phrases of shares granted to Holt and Lake, along with any award letters issued to the related people on its web site immediately.

It additionally wished public affirmation that the proposed phrases weren’t amended following the announcement by Boohoo on 19 June of its intention to vote in opposition to the appointments of Holt and Lake on the Revolution Beauty annual common assembly.

Boohoo mentioned shareholders weren’t consulted on the free share awards, didn’t approve the phrases, nor approve the appointment of its two primary beneficiaries as administrators.

Revolution Beauty right this moment (30 June) defended the actions it took at its AGM, while additionally addressing why it granted shares to numerous senior executives for free..

“Bob Holt, Elizabeth Lake and different members of the administration crew have been awarded when the related standards have been met, specifically these associated to getting ready the corporate for re-listing of its shares,” the corporate mentioned.

“The monetary phrases of the awards weren’t amended publish the announcement by Boohoo on 19 June of its intentions to vote in opposition to the appointments of Bob Holt and Elizabeth Lake, and the awards have been absolutely disclosed to shareholders within the group’s annual report and accounts for the yr ended 28 February 2022.”

Also making its personal calls for, Revolution Beauty has now requested that “Boohoo clarify what its future plans and technique for Revolution Beauty can be if its hostile takeover of the corporate’s board have been to succeed”.

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