Result of Placing and Subscription
Revolution Beauty raised £15 million via placing and subscription of 500 million new shares.
- Gross proceeds raised £15 million
- Placing shares issued 345,132,401
- Subscription shares issued 154,867,599
- Retail Offer target up to £1.5 million
- New shares as % of prior capital 156.50%
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CAPITALISED TERMS USED IN THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") HAVE THE MEANINGS GIVEN TO THEM IN THE LAUNCH ANNOUNCEMENT (AS DEFINED BELOW), UNLESS THE CONTEXT PROVIDES OTHERWISE.
Revolution Beauty Group plc
("Revolution Beauty" or the "Company")
Result of Placing and Subscription
Revolution Beauty, the multi-channel mass beauty brand, is pleased to announce that, further to the announcement made earlier today (the "Launch Announcement") regarding the launch of the proposed Placing and Subscription, it has successfully raised £15 million (before fees and expenses), in aggregate, via the placing of 345,132,401 new ordinary shares of one penny (the "Ordinary Shares") by way of the Placing and 154,867,599 new Ordinary Shares by way of the Subscription, in each case at the Issue Price.
The Placing Shares and Subscription Shares represent 156.50% of the issued ordinary share capital of the Company prior to the Placing and Subscription.
Panmure Liberum Limited ("Panmure Liberum") is acting as nominated adviser, joint broker and joint bookrunner, alongside Zeus Capital Limited ("Zeus Capital") which is also acting as joint broker and joint bookrunner (together, the "Joint Bookrunners") in connection with the Placing and Subscription.
Retail Offer
As announced earlier today, the Company will also launch a Retail Offer through the BookBuild Platform to raise gross proceeds of up to £1.5 million (before fees and expenses). The Retail Offer provides existing retail Shareholders in the United Kingdom with an opportunity to participate in the Fundraise at the same issue price as the Placing and Subscription.
Related Party Transactions
As set out below, each of Iain McDonald and Neil Catto have agreed to subscribe for a total of 1,999,999 Subscription Shares pursuant to the Subscription. The relevant Directors will be treated as a "related party", and their participation in the Subscription as a "related party transaction", for the purposes of Rule 13 of the AIM Rules.
Each of Debenhams, Tom Allsworth and Adam Minto is a substantial shareholder (as defined under the AIM Rules) in the Company, and they have agreed to subscribe for a total of 298,836,934 Fundraise Shares pursuant to the Placing (in the case of Debenhams) or the Subscription (in the case of Tom Allsworth and Adam Minto). Each of Debenhams, Tom Allsworth and Adam Minto will, therefore, also be treated as a "related party", and their participation in the Fundraise as a "related party transaction", for the purposes of Rule 13 of the AIM Rules.
The independent Directors for the purposes of the Fundraise (being Colin Henry, Chris Fry and Rachel Horsefield) consider, having consulted with Panmure Liberum, the Company's nominated adviser for the purposes of the AIM Rules, that the participation in the Fundraise by (i) each of Iain McDonald and Neil Catto and (ii) Debenhams, Tom Allsworth and Adam Minto is fair and reasonable insofar as Shareholders are concerned.
The individual subscriptions for the participating Directors, and their holdings of Ordinary Shares on Admission, are set out below:
| Director | Existing shareholding (Number of Ordinary Shares) | Number of new Ordinary Shares acquired | Shareholding on Admission (Number of Ordinary Shares) | % of the Enlarged Share Capital on Admission* |
|---|---|---|---|---|
| Iain McDonald | - | 1,666,666 | 1,666,666 | 0.20 |
| Neil Catto | - | 333,333 | 333,333 | 0.04 |
Note: *assuming that no Retail Offer Shares are issued and that there are no changes to the Existing Share Capital between the date of this Announcement and Admission, other than the issue of the Placing Shares and the Subscription Shares
Notice of General Meeting
The Circular containing further details of the Placing, the Subscription and the Retail Offer and the Notice of General Meeting to be held the offices of Macfarlanes LLP at 20 Cursitor Street, London EC4A 1LT at 10 a.m. on 11 September 2025 is expected to be despatched to Shareholders on or around 26 August 2025 and will thereafter be available on the Company's website www.revolutionbeautyplc.com.
Admission
Application will be made to London Stock Exchange plc for the Fundraise Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the Fundraise Shares will commence at 8.00 a.m. on 15 September 2025, subject to the Resolutions being passed at the General Meeting.
The Fundraise Shares will, when issued, be credited as fully paid and will be issued subject to the Company's articles of association and will rank pari passu in all respects with the existing issued Ordinary Shares.
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