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Retail Offer to existing shareholders

In brief · summary, not quotable

Revolution Beauty launches retail offer to raise up to £1.5m at 3.0p per share, 14.16% discount to prior close.

  • Retail Offer size up to £1.5 million
  • Issue price 3.00 pence per share
  • Discount to 21 August close 14.16%
  • Prior closing price 3.50 pence per share
Full announcement

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CAPITALISED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE COMPANY'S ANNOUNCEMENT RELEASED ON 7.02 A.M. AUGUST 2025 AT 22 AUGUST 2025.

Revolution Beauty Group Plc

("Revolution Beauty" or the 'Company')

Retail Offer to existing shareholders

The Board of Revolution Beauty is pleased to announce a retail offer via BookBuild (the "Retail Offer") to raise up to £1.5 million through the issue of new ordinary shares of 1 penny each in the capital of the Company ("Ordinary Shares") at an issue price of 3.00 pence per Ordinary Share (the "Issue Price") (the "Retail Offer Shares").

In addition to the Retail Offer, the Company has conditionally procured subscribers for new Ordinary Shares pursuant to the Placing and the Subscription (the Ordinary Shares to be issued pursuant to the Placing and the Subscription, together with the Retail Offer Shares, being the "New Shares") at the Issue Price (the Placing and the Subscription, together with the Retail Offer, being the "Fundraise"). For the avoidance of doubt, the Retail Offer is not part of the Placing and Subscription, and completion of the Placing and Subscription is not conditional on the completion of the Retail Offer. Further details of the Fundraise, including the background to and reasons for the Placing, Subscription and Retail Offer, are included in the separate announcement released by the Company at 7.02 am on 22 August 2025 (the "Fundraise Launch Announcement").

The Issue Price represents a discount of approximately 14.16% to the closing mid-market price of 3.50 pence per existing Ordinary Share on 21 August 2025, being the last practicable date prior to announcement of the Fundraise. All of the New Shares will be issued at the Issue Price.

The proceeds of the Retail Offer will be utilised in the same way as the proceeds of the Placing and Subscription, as set out in the Fundraise Launch Announcement.

The Retail Offer is conditional on, amongst other things, the Resolutions being duly passed by Shareholders at the General Meeting to be held at 10 a.m. on 11 September 2025, and is expected to complete at 8.00 a.m. on 15 September 2025, being the expected date of Admission. Subject to these conditions being satisfied, Admission of the Retail Offer Shares is expected to take place at 8:00 a.m. on 15 September 2025.

AS EXPLAINED IN MORE DETAIL IN THE FUNDRAISE LAUNCH ANNOUNCEMENT, SHAREHOLDERS SHOULD NOTE THAT COMPLETION OF THE FUNDRAISE DOES NOT GURARANTEE THE FUTURE PROSPERITY OF THE GROUP.

Expected Timetable in relation to the Retail Offer

Retail Offer opens8:45 a.m. on 22 August 2025
Latest time and date for commitments under the Retail Offer5:00 p.m. on 22 August 2025
Results of the Retail Offer announced7.00 a.m. on 26 August 2025
General Meeting10.00 a.m. on 11 September 2025
Admission and dealings in New Shares issued pursuant to the Retail Offer commence8:00 a.m. on 15 September 2025
Dealing Codes
TickerREVB
ISIN for the Ordinary SharesGB00BP7L1T61
SEDOL for the Ordinary SharesBP7L1T6

Retail Offer

The Company values its retail shareholder base, which has supported the Company alongside institutional investors since its IPO in July 2021. Given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom with the opportunity to participate in the Fundraise through the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website (an "Intermediary"):

Zeus Capital Limited and Panmure Liberum (together the "Joint Brokers") will be acting as retail offer coordinators in relation to the Retail Offer (the "Retail Offer Coordinators").

Existing retail shareholders can contact their broker or wealth manager to participate in the Retail Offer. In order to participate in the Retail Offer, each Intermediary must be on-boarded onto the BookBuild platform and agree to the final terms and the Retail Offer terms and conditions, which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any Intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinators (on behalf of the Company).

Any expenses incurred by any Intermediary are for its own account. Shareholders should confirm separately with any Intermediary whether there are any commissions, fees or expenses that will be applied by such Intermediary in connection with any application made through that Intermediary pursuant to the Retail Offer.

The Retail Offer will be open to eligible shareholders in the United Kingdom at 8:45 a.m. on 22 August 2025. The Retail Offer is expected to close at 5.00 p.m. on 22 August 2025. Shareholders should note that Intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

If any Intermediary has any questions about how to participate in the Retail Offer on behalf of existing retail shareholders, please contact the Retail Offer Coordinators or BookBuild at: support@bookbuild.live.

The Retail Offer the subject of this announcement is and will, at all times, only be made to and directed at, and may only be acted upon by, persons who are shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating Intermediaries; (ii) be resident in the United Kingdom and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating Intermediary). For the avoidance of doubt, persons who only hold contracts for difference, spreadbets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority ("FCA") (or any other authority) in relation to the Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended) ("UK MAR").

There is a minimum subscription of £100 per investor under the terms of the Retail Offer, which is open to investors in the United Kingdom subscribing via the Intermediaries.

Subject to the maximum aggregate total consideration payable for the Retail Offer Shares set out above, there is no maximum application amount to apply in the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant Intermediary, including relevant commission or fee charges.

UK Product Governance Requirements

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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