Boohoo and Revolution Beauty have reached a compromise deal which could end the public spat between the online beauty retailer and its Manchester-based largest shareholder.
Under the deal, Revolution CEO Bob Holt and chair Derek Zissman would step down from Revolution’s board, while Alistair McGeorge, Neil Catto, Rachel Horsefield and Peter Hallett will join. Elizabeth Lake remains as chief financial officer, while Holt, who joined Revolution late last year, will stay on with the business on an interim basis until the end of August.
In return, fashion giant Boohoo has agreed to withdraw its request for a general meeting of Revolution Beauty’s shareholders where it was to seek to force major changes to its board.
McGeorge will become executive chairman, Catto a non-independent non-executive director and Hallett an independent non-executive director alongside Horsefield.
In a statement issued to the London Stock Exchange, Revolution Beauty said: “The settlement agreement between Revolution Beauty and Boohoo will bring to an end the uncertainty regarding the company that followed the requisition on 19 June 2023.
“Pursuant to the settlement agreement, Boohoo has withdrawn the requisition, but because the notice convening the general meeting of the company pursuant to the requisition has already been sent to shareholders, the board will still be obliged as a technical matter to hold the general meeting on the date for which it has been convened.
“However, the board intends, with the consent of shareholders present at the general meeting, to adjourn the general meeting indefinitely, such that there will be no vote on any of Boohoo’s proposed resolutions.
“Under the settlement agreement, Boohoo has undertaken (among other things) to attend the general meeting and to vote its entire shareholding in favour of such an adjournment (or, should the proposal to adjourn the general meeting not be approved, to vote against the resolution to remove Elizabeth Lake as a director).
“Given the size of Boohoo’s stake in Revolution Beauty, and the board’s unanimous recommendation to vote in favour of any proposal to adjourn the general meeting it is considered likely that the proposal to adjourn the general meeting indefinitely will be passed.”
It added: “Entry into the settlement 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.”
