Yowie targets Keybridge after Bolton ousted

Following years of corporate infighting, court battles and boardroom coups, the long-running standoff at Keybridge Capital (ASX: KBC) has taken a sharp turn, with the investment firm exiting voluntary administration just as Yowie Group (ASX: YOW) moves to take full control of its majority owner via a scrip-based takeover bid.

The developments follow the Supreme Court of NSW’s decision to uphold resolutions backed by Keybridge shareholder Wilson Asset Management (WAM) and Antony Catalano, effectively ousting Nicholas Bolton from the board and ending his appeal efforts.

Bolton, long known as one of Australia’s most combative corporate raiders, had until recently wielded control over both Keybridge and Yowie as managing director and CEO respectively.

With Bolton sidelined as Keybridge falls under new leadership, Yowie - where he remains CEO - has launched a formal off-market scrip takeover offer, proposing to acquire all issued shares in Keybridge via a one-for-one share exchange.

The offer is conditional on securing 50.1 per cent minimum acceptance, Yowie shareholder approval and no adverse regulatory action. Other conditions include limits on Keybridge undertaking material transactions, changes to its constitution or facing material litigation during the offer period.

The bid is being overseen by a special subcommittee of the Yowie board comprising Andrew Ranger, Diesel Schwarze and Daniel Agocs, with both Bolton and fellow director John Patton recusing themselves from the process due to their relationships with Keybridge and interests in Aurora Funds Management.

This move comes just three months after Keybridge appointed voluntary administrators, citing its inability to restructure a $4.6 million loan from Yowie.

When a Yowie-appointed subcommittee demanded full repayment in February this year, citing delays to Keybridge’s planned capital raise, the investment firm was unable to comply. Keybridge claimed ongoing legal roadblocks instigated by WAM were hampering efforts to shore up capital and repay the debt.

Those pressures ultimately culminated in the appointment of Lowe Lippmann’s Gideon Rathner as voluntary administrator, although the move has now been reversed following the boardroom shakeup.

At the same time it announced coming out of administration, Keybridge also revealed that Bolton’s executive roles at the company were suspended pending an internal investigation.

Keybridge and Yowie have been intertwined since the former’s abandoned $20 million takeover attempt in 2019, sparking years of boardroom battles, legal disputes, and Takeovers Panel interventions. The conflict escalated in 2024 when Keybridge, under Bolton, acquired a majority stake in Yowie despite resistance from independent directors.

Bolton and WAM’s Geoff Wilson have faced off in a protracted power struggle spanning board seats, capital raisings and cross-holdings. Wilson-affiliated funds now own more than 45 per cent of Keybridge, while Catalano holds 10.7 cent, and Bolton’s group maintains just over 19 per cent.

With Bolton’s appeal now rejected and a new board in place, attention turns to the outcome of Yowie’s offer and whether a years-long battle will finally be brought to a close.

According to its latest ASX filing, Yowie had US$269,000 (AUD$420,000) in cash at year end, and the bulk of its unused financing facilities - valued at US$3.1 million - are tied to Keybridge.