The very public spat between Boohoo and Revolution Beauty has been hitting the headlines over the last couple of weeks.

The Manchester-headquartered fashion giant is seeking to take control of the Essex-based company by drastically changing the personnel on Revolution beauty's board.

The move is being strongly objected to by the much smaller business while both have been issuing statements defending their positions and criticising the other.

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Below, BusinessLive has taken a look at how the situation came to this, what has happened over the last couple of weeks and what the future may hold.

What's the background to all of this?

Boohoo first invested in Essex-based Revolution Beauty in August 2022 and further upped its stake in November last year.

It now holds a stake of over 26% in the company and is its largest single shareholder.

Revolution Beauty was founded by Adam Minto and Tom Allsworth in 2014. It launched on AIM in 2021.

The problem-hit company's shares have been suspended since September last year until earlier this week after auditors refused to sign off its accounts for the last financial year, which sparked an investigation into its finances.

In the heavily delayed interim results published earlier this month, the business said losses narrowed to £13.3m in the six months to the end of August 2022 from £28.8m a year earlier.

Revenue fell 4.2% to £75.3m, with digital wholesale revenue falling 22%, while its own web sales dropped 8%.

In the UK, revenue from stores grew 21% compared with the same period a year earlier as customers returned to bricks-and-mortar shops, the company said, as it signed a new deal with Boots and saw strong sales in Superdrug.

Since its shares were readmitted to AIM this week, their price has surged by 45%.

The Revolution beauty advent calendar
The Revolution beauty advent calendar

What does Boohoo want?

Things really started to kick off on June 19 when Boohoo issued an explosive statement to the London Stock Exchange.

Boohoo revealed that it intended to vote against the reappointment of Revolution Beauty's chief executive, chief financial officer and chairman at its annual general meeting (AGM) on June 27.

The fashion giant wanted the removal of Bob Holt, Elizabeth Lake and Derek Zissman from Revolution Beauty's board and to appoint two of its non-executive directors, Alistair McGeorge and Neil Catto, to become its chairman and CFO respectively.

Boohoo also requested that Revolution Beauty did not proceed to appoint Rachel Maguire and Matthew Eatough as directors.

A few days later, Boohoo also revealed it wanted to appoint a former chief executive of a major division at THG to Revolution Beauty's board.

In response, Revolution Beauty branded Boohoo's attempt to take control of the company as "value-destructive, opportunistic and self-serving".

It added that the fashion giant's move is "not being in the interests of the company's shareholders as a whole".

Boohoo's new spring collection campaign
Boohoo's new spring collection campaign

What happened at Revolution Beauty's AGM?

At the AGM on June 27, Revolution Beauty's chief executive, chief financial officer and chairman were re-appointed to its board despite Boohoo leading a successful vote to oust them.

CEO Bob Holt was reinstated after the meeting left the company with only one director remaining, Jeremy Schwartz.

Mr Schwartz also re-appointed CFO Elizabeth Lake and chairman Derek Zissman to the board after they were also voted off at the AGM.

Revolution Beauty has also confirmed that Rachel Maguire and Matthew Eatough were appointed as directors.

In response, Boohoo said: "Boohoo fails to see how such a board can claim to be acting in the best interests of shareholders, and is instead self-serving, as demonstrated by its actions over the last 24 hours.

"This will likely result in significant remuneration and share awards for members of a self-elected board at the lifting of the suspension of trading in its shares, which Boohoo was pleased to hear is imminent.

"It is notable that at no point did the remuneration committee seek prior shareholder consultation, or approval in relation to these awards, again contravening best practice in relation to corporate governance.

"Boohoo remains supportive of a lifting of the suspension, but not at the expense of doing so with a board that has proven to behave inappropriately.

"Boohoo calls on the board to convene the requisitioned general meeting of Revolution Beauty proposing to remove Bob Holt, Elizabeth Lake and Derek Zissman and to appoint Alistair McGeorge and Neil Catto as directors without further delay and not to resort to further attempts to obstruct shareholders and adjourn that meeting, once convened.

"Boohoo remains committed to wholesale board changes at Revolution Beauty and the appointment of a new, majority-independent board with the right balance of skills and experience and believes that it is of paramount importance that the future board of directors of Revolution Beauty have direct and relevant experience of dealing with its customers."

Boohoo is headquartered in Manchester
Boohoo is headquartered in Manchester

Why does Boohoo object to Revolution Beauty's bonuses?

On June 29, Boohoo demanded that Revolution Beauty explains why it handed shares worth around £2m to a group of senior executives.

The fashion giant reacted strongly to the news that the shares were awarded to chief executive Bob Holt, chief financial officer Elizabeth Lake and other members of the management team for free.

Boohoo has called for the business to publish the terms of the move together with any award letters issued to the relevant individuals on its website without delay.

It has also demanded that Revolution Beauty confirms publicly that the proposed terms of grant of the free share awards were not amended following the announcement by Boohoo on June 19 of its intention to vote against the appointments of the CEO and CFO at the company's annual general meeting.

In response, Revolution Beauty said: "The financial terms of the awards were not amended post the announcement by Boohoo on 19 June 2023 of its intentions to vote against the appointments of Bob Holt and Elizabeth Lake, and the awards were fully disclosed to shareholders in the Group's annual report and accounts for the year ended 28 February 2022 (which were approved at the AGM).

"These had an aggregate value of approximately £2m across 17 individuals and were made to reflect the hard work and commitment needed over the past 12 months to secure the company's solvency and restore the trading of the shares on AIM, together with a 12-month holding period to secure commitment to the sustainable recovery and return to growth going forwards.

"In addition, no cash bonuses have been paid, with employees agreeing to take their bonus in share options rather than cash to keep the cash in the business to support growth activities. As previously stated these options equate to approximately 3.4% dilution and are well within ABI guidelines.

"These amounts pale in comparison to the extremely management-friendly incentive packages boohoo have awarded in the past, including most recently awarding the executive team significant cash bonuses even after missing certain financial targets.

"Examples include the £150m management incentive plan in 2020 and the £175m scheme earlier this year to replace the 2020 plan with one containing adjusted performance conditions.

"Both incentive plans included large individual awards and the 2023 scheme was voted against by 37% of those boohoo shareholders that cast votes on the resolution. The 2020 scheme was not put to a shareholder vote.

"In contrast to the largesse demonstrated on a consistent basis by Boohoo, the company's grant of options is entirely fair and reasonable, and well within market practice norms."

Does Boohoo have its own problems?

On June 22, shareholders of Boohoo staged a revolt over the fashion giant's proposed executive bonuses.

The group had been braced for opposition to its remuneration report after advisory firms recommended investors reject it.

Over 32% of shareholders voted against the report at its annual general meeting.

Chief executive John Lyttle was handed a £650,000 bonus last year despite the group racking up losses of over £90m.

In March, shareholders also voiced their displeasure at its £175m bonus plan after a vote to approve it saw significant opposition.

Announced in April, the plan will see bonuses handed out over a period of time if Boohoo's market capitalisation reaches £5bn.

After a general meeting held on March 8, a vote to approve the new plan was passed by just over 62% to 37%.

What happens next?

It is likely that the "prolonged PR battle" will continue for the foreseeable future as both Boohoo and Revolution Beauty seek to win support from shareholders.

A general meeting is expected to be held in late July or early August where Boohoo will again see to have Bob Holt, Elizabeth Lake and Derek Zissman removed from the board.

The group will also aim to have Alistair McGeorge and Neil Catto be made Revolution beauty's chairman and CFO.