Revolution Beauty vs. Boohoo Group

In what appears to have been a rapidly escalating tussle, Revolution Beauty and Boohoo Group have clashed over who will take control of the British beauty company after a series of malpractices were uncovered at the during an independent investigation. The tension between the two has become increasingly public, making headlines in recent weeks as the industry deciphers what comes next.

FashionUnited described recent events that have unfolded.


Boohoo Group first showed interest in Revolution Beauty in mid-2022, when it began increasing its stake in the beauty brand, eventually increasing its standing at more than 26 percentultimately making him Revolution’s largest shareholder.

It came at a time when it was revealed that Revolution was facing the threat of an independent review after its auditors failed to complete its 22 year annual results on time.

Ultimately, investigators were called in after auditors BDO LLP raised “serious concerns” about the audit, leading to its AIM shares being suspended.

It was later revealed that the Revolution Beauty accounts had inflated sales of nine million pounds in order to meet annual targets, co-founders Adam Minto and Tom Allsworth – both of whom resigned during the investigation – were found to be behind a series of personal loans to distributors and employees.

Following their departure from the company, Bob Holt has been named CEO after taking the position on an interim basis.

After the FY22 audit was finally completed, Revolution ended up reporting reduction losses of 13.3 million pounds in the six months to the end of August 2022, however, revenue fell 4.2% to £75.3m.

The breakup begins

Signs of Boohoo’s anger in the deals became apparent when the group said it would vote against the renewal of the Revolution directors Holt, Derek Zissman and Elizabeth Lake at its June 27 AGM.

The fast fashion giant said it would propose the appointments of Alistair McGeorge and Neil Catto to the board to help Revolution “move into growth” as it moves into the next phase.

He also asked the brand not to proceed with the appointment of Rachel Maguire and Matthew Eatough as directors.

A few days later, Boohoo released a new statement adding that it wanted to appoint a former THG executive to the board.

Following the publication of its 1st quarter results, Revolution Beauty responded to requests from Boohoobrandishing the attempted takeover of the company as “value-destroying, opportunistic and self-serving”.

At the AGM, Revolution’s CEO, CFO and Chairman, along with Maguire and Eatough, were reappointed despite Boohoo’s efforts to oust them, Boohoo called the actions “selfish” and suggested that such a move could see equity rewards for the “self-elected board of directors”.

Boohoo noted that “at no time did the compensation committee request the prior consultation of shareholders” and again called on the board to convene “the requisitioned general meeting”.

Tensions rise

On June 29, Boohoo then demanded a response to why Revolution had provided two million pounds of its shares to a group of senior executives, which included Holt and Lake, with the group further requesting that the terms of the move be published. immediately.

He further asked Revolution to publicly confirm that the proposed grant terms for the free shares had not been changed following his announcement to vote against the CEO and CFO appointments, which Revolution was able to confirm by following.

The company said the awards were worth a total of around two million pounds for 17 people and were designed to reflect “the hard work and commitment that has gone into the past 12 months”. According to the company, employees have agreed to take their bonuses in the form of stock options rather than cash to support growth activities.

Revolution continued, “These amounts pale in comparison to the extremely supportive management incentive packages Boohoo has granted in the past, including more recently awarding the management team large cash bonuses even after missing out. certain financial goals.

In the statement, Revolution referenced Boohoo’s highly controversial £150 million management plan in 2020 and its £175 million project early 2023 to replace the previous plan, which was notably rejected by 37% of Boohoo shareholders.

The plan would see bonuses distributed over a period of time if Boohoo reached five billion pounds in market capitalization.

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