Funding Options, Possible Offer & Sale Process

The Company announced on 13 May 2025 that it was reviewing its funding structure and in light of this is exploring discussions in respect of support for an equity raise from its key shareholders.

The board of the Company (the "Board") can now additionally confirm that it has received a preliminary approach regarding a possible offer for the entire issued and to be issued share capital of the Company.

Against this background and to widen its strategic options, the Board has now unanimously concluded that it would also be appropriate to investigate the sale of the Company and therefore has decided to commence a "Formal Sale Process" for the Company (as referred to in Note 2 on Rule 2.6 of the Takeover Code) (the "Formal Sale Process").

The party who made the approach has agreed to participate in the Formal Sale Process.

Board Change

In order to support the Formal Sale Process, Revolution Beauty also announces that Iain McDonald will, pending completion of the required due diligence by Panmure Liberum as the Company's NOMAD, be appointed as Non-Executive Chair and that Alistair McGeorge is standing down from the Board. The Board thanks Alistair for his significant contribution to the Company since his appointment in July 2023.

Iain has significant PLC experience as a Non-Executive Director, including in takeover situations, and is considered by the Board to have the right skills to oversee the immediate strategic steps of the Company, including the Formal Sale Process. Iain is the founder of Belerion Capital, an investor and investment advisor in technology and e-commerce companies. He is currently a Non-Executive Director of Debenhams Group, Non-Executive Chairman of Team Internet Group PLC and Executive Chairman of Selkirk PLC and was previously a Non-Executive Director of THG PLC.

Formal Sale Process

The Takeover Panel has agreed that any discussions with the party referred to above and other parties interested in making an offer for the Company may take place within the context of the Formal Sale Process, to enable such discussions to take place on a confidential basis. The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code, such that any party participating in the Formal Sale Process will not be required to be publicly identified as a result of this announcement and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Takeover Code for so long as it is participating in the Formal Sale Process. Interested parties should note Rule 21.2 of the Takeover Code, which will prohibit any form of inducement fee or other offer-related arrangement, and that the Company, although it may do so in the future, has not at this stage requested any dispensation from this prohibition under Note 2 of Rule 21.2.

As part of the Formal Sale Process, the Board invites expressions of interest from parties regarding a potential offer for the entire issued and to be issued ordinary share capital of the Company. The Formal Sale Process is being managed by Panmure Liberum, who are also advising the Board in respect of their obligations under the Takeover Code. Parties interested in submitting a proposal should contact Panmure Liberum using the contact details below.

It is currently expected that any party interested in submitting a proposal for consideration in connection with the Formal Sale Process will, at the appropriate time, enter into a non-disclosure and standstill arrangement with the Company on terms satisfactory to the Board and on the same terms, in all material respects, as other interested parties before being permitted to participate in the Formal Sale Process. The Company then intends to provide such interested parties with certain information on its business, following which interested parties will be invited to submit their proposals. The Company expects interested parties to submit expressions of interest by 11 June 2025.

Further announcements will be made as appropriate.

Notice related to financial advisers

Website publication

Rule 2.9 disclosure