Compromise could be close in boohoo-Revolution Beauty spat

Revolution Beauty Group

Revolution Beauty Group believes it is close to a peace deal with its hostile major shareholder, Manchester-based online retail giant boohoo.

The e-tailer, which owns a 26.6% stake in the online beauty retailer, wants to oust the existing board and replace it with its own nominees.

It voted against the reappointment of Bob Holt, Derek Zissman, and Elizabeth Lake at Revolution’s June 27 AGM, only for them to be reinstated to meet governance requirements.

Boohoo has called for a general meeting of Revolution shareholders where it proposes to remove the three directors and install its own choices of Alistair McGeorge and Neil Catto as directors, instead.

Revolution has now confirmed the general meeting for August 7, in London.

The current Revolution board has unanimously urged all shareholders to vote against all of boohoo’s resolutions to be proposed at the meeting.

However, the board believes that a compromise position with boohoo is close and could be reached in the coming days.

It said if the board is able to reach a deal this would avoid the expense, administrative burden and other detrimental consequences for the company that would result from the general meeting.

It added that, if this compromise position is not reached in the coming days, the board will publish an announcement setting out its views on boohoo’s proposed resolutions, the general meeting, and the situation in which the company has been placed.

And a further twist in the unedifying spectacle of this war in the Revolution boardroom has transpired after the retailer claimed that certain of its shareholders, including some board members, had received communications last Saturday, July 8, from several online stockbroking platforms, stating, incorrectly, that the general meeting had already been convened – which, at that time, it had not – and that the board were advising shareholders to vote for the resolutions to remove the current directors and to appoint boohoo’s nominees, which it points out is the exact opposite of the board’s recommendation.

The company has contacted the relevant online stockbroking platforms, as well as the appropriate regulatory authorities.

It said the board urges shareholders to follow its voting recommendation, which, pending the possible compromise with boohoo, is to vote against all of boohoo’s proposed resolutions at the general meeting.

And it urged any shareholders who have accidentally already voted in favour of boohoo’s proposed resolutions via their online stockbroking platforms on the basis of the incorrectly presented board recommendation should contact those platforms as soon as possible to change their votes from votes in favour to votes against all of boohoo’s proposed resolutions.

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