Revolution Beauty agrees truce with shareholder Boohoo

(Sharecast News) - Revolution Beauty Group's bitter war of rhetoric with its major shareholder Boohoo Group looked set to have reached a conclusion on Tuesday, as the two companies reached a settlement agreement following recent discussions.

Under the agreement, Boohoo had decided to withdraw its requisition of a general meeting of Revolution.

In addition, Bob Holt and Derek Zissman had agreed to resign from the board of Revolution Beauty, although Holt would continue to contribute his expertise to the company as interim chief executive until 31 August to ensure a smooth leadership transition.

The agreement would also bring new members to Revolution's board, with Alistair McGeorge, Neil Catto, Rachel Horsefield and Peter Hallett set to join.

McGeorge would assume the role of executive chairman, while Catto would serve as a non-independent non-executive director.

Horsefield and Hallett would meanwhile take on the positions of independent non-executive directors.

Elizabeth Lake would remain as chief financial officer, ensuring continuity in the financial management of the company.

The new directors appointed at Boohoo's request were reportedly committed to supporting Lake in her efforts to restore the company's financial health.

One of their immediate priorities would be to ensure the timely publication of Revolution's accounts for the financial year ended 28 February this year.

"The independent directors believe that entry into the settlement agreement and related arrangements are in the best interests of the company and its shareholders," the Revolution Beauty board said in its statement.

"Entry into the agreement with Boohoo brings to an end the recent uncertainty regarding the company, avoids the ongoing costs and disruption that would be associated with any alternative courses of action, and allows the company to get back to focusing on its core business objectives.

"This is particularly important for Revolution Beauty in light of the significant disruption that the group has faced in the past year, including the suspension from trading of the company's shares and an independent investigation, in each case as a result of historical issues in the business, as summarised in the company's prior announcements."

Revolution said its independent directors had thus negotiated the settlement agreement with Boohoo, under which Elizabeth Lake would remain chief financial officer, removing previous concerns that the 2023 accounts could be delayed and the company's trading on AIM once again threatened.

The company would also retain its existing executive leadership for an interim period while a chief executive officer search was undertaken.

Revolution said the new board would consist of a majority of independent directors, with Alistair McGeorge and Neil Catto not being treated as independent given their existing and prior directorships of Boohoo.

In light of the arrangements, Bob Holt and Derek Zissman had agreed to step down, "in the best interests of the company".

"Shareholders will, in the normal course, be able to vote on the new board composition at the company's next annual general meeting, which will be held after the publication of the 2023 accounts," Revolution added.

"The accounts are expected to be published by the end of August, and the company's next annual general meeting is expected to be in late September or early October."

For its part, Boohoo said in its own short statement on Tuesday that it believed the settlement agreement was in the best interests of Revolution Beauty and its shareholders.

At 0830 BST, shares in Revolution Beauty Group were up 7.9% at 33.13p, while those in Boohoo Group were down 0.55% at 34.59p.

Reporting by Josh White for Sharecast.com.