)
Investment manager Geoff Wilson has won the latest round in the battle for Keybridge Capital (ASX: KBC), after the NSW Supreme Court validated a February meeting that saw members resolve to remove three directors including CEO Nicholas Bolton.
It may be a pyrrhic victory for Wilson and his investment vehicle WAM Active (ASX: WAA) however, given Keybridge is currently in administration over a $4.6 million loan claimed by investee company and chocolatier Yowie Group (ASX: YOW) which is led by Bolton.
WAM Active is the largest single shareholder in Keybridge with a 45 per cent holding, but Bolton had been able to manoeuvre his way to board dominance despite having just a 19.05 per cent holding for his company Australian Style Investments.
Prior to today's announcement, the board comprised of Bolton, other Australian Style nominees John Patton and Richard Dukes, as well as media mogul Anthony Catalano who has an almost 11 per cent stake.
On the same day that Keybridge called in administrators, complaining that since October 2024 WAM had obstructed attempts to raise capital that would have enabled debt financing, a meeting was held to address resolutions put forward by Wilson's group to remove Australian Style appointees.
The following day on 11 March, Keybridge reported to the ASX that chair John Patton had "outlined a number of concerns to shareholders", but "prior to any business of the meeting being conducted" he adjourned the meeting at 4:55pm.
The company reported that the meeting had been adjourned to 22 April, to enable the "orderly progression" of the administration.
But in the same notice it added that WAM had held a separate meeting of shareholders, and applied to the Supreme Court of New South Wales to declare it as validly convened.
Today it was revealed to the ASX that on 21 March the Supreme Court judged that the meeting was indeed validly held.
This validates a shareholder vote that ousted Bolton, Patton and Dukes while electing Wilson, Jesse Hamilton, Martyn McCathie and Sulieman Ravell as directors.
Hamilton and McCathie both work at Wilson Asset Management as chief financial officer and investment specialist respectively, while Sulieman Ravell is a director of Keybridge investee Benjamin Hornigold (ASX: BHD) and owner of Wealth Focus.
The announcement today added that the court made no findings at this stage as to a spill meeting that Keybridge purported to have held on 27 February 2025. A release the following week from Keybridge in relation to that meeting was reportedly authorised by the company's administrator.
On 3 March, more than two weeks before the court finding, Keybridge reported it had held a meeting with various resolutions on 27 February, including the claim that shareholders had voted 59 per cent against Catalano for re-election as a director.
The company reported that 62.59 per cent of votes had been in favour of keeping John Patton on the board, but that a vote regarding Dukes' position was not held as he had resigned prior to the meeting.
The board had also intended to have a vote on removing Keybridge's auditor but this resolution was withdrawn at the request of the administrator.
How the Keybridge and Yowie saga has played out
13 March 2019: Investment firm launches $20 million takeover bid for Yowie
3 May 2019: Keybridge ditches takeover of underperforming Yowie
30 July 2019: Corporate raiders come knocking at Yowie's door
5 August 2019: Yowie escapes coup as Bolton and Khan clash over Keybridge
20 September 2019: Setback for Farooq Khan in bid to oust Nicholas Bolton from Keybridge Capital
14 October 2019: Bentley backs Wilson's takeover bid for Keybridge
15 October 2019: Nicholas Bolton bolstered in battle for Keybridge
9 December 2019: Orders sought against Wilson and Bentley over Keybridge shares
16 December 2019: Wilson lowers takeover offer for Keybridge
8 January 2020: Bolton's Keybridge Capital receives yet another takeover offer
22 January 2020: Board directors ousted in Keybridge shake-up
29 April 2020: As Keybridge shakes up Yowie, Wilson shakes up Keybridge
3 June 2020: Keybridge hits Wilson with lawsuit, Catalano offers to buy shares back at a premium
5 June 2020: Wilson slams Catalano's "opportune" Keybridge share buy-back offer
30 June 2020: Keybridge launches takeover bid for RNY Property Trust
6 July 2020: ASIC grants Wilson permission to proceed with Keybridge takeover
13 July 2020: Catalano improves his offer for Keybridge shares
27 July 2020: Keybridge returns to the Takeovers Panel to block Wilson bid
2 September 2020: Legal costs weigh down Keybridge Capital
14 October 2020: Nicholas Bolton launches third attempt to secure seat on Yowie board
4 January 2021: Wilson triumphs over Bolton's Keybridge Capital in the Supreme Court
31 August 2023: Yowie plucks one of Australia's oldest chocolate companies Ernest Hillier from administration
2 January 2024: Keybridge Capital eyes $10.8m cash kitty with $7.4m takeover bid for Yowie
15 April 2024: Nicholas Bolton's Keybridge becomes majority owner of Yowie
23 May 2024: Corporate raider Nicholas Bolton appointed CEO of Yowie Group
10 February 2025: Keybridge appoints administrators after investee Yowie calls in $4.6m loan
)
