The Takeovers Panel has received an application from Keybridge Capital Limited concerning the affairs of Yowie Group Ltd. This application, notable for being disputed by Keybridge’s own CEO, Mr. Nicholas Bolton, centers around a series of escalating corporate maneuvers between Yowie and Keybridge. Keybridge, holding 78.34% voting power in Yowie, and WAM Group, with 45% in Keybridge, are at the heart of the dispute.
The conflict intensified when Keybridge sought to remove directors from Yowie, following earlier attempts to remove Keybridge directors themselves. Yowie responded with a conditional scrip takeover bid for Keybridge and a private placement of shares. Keybridge alleges the placement, involving 34,405,185 new Yowie shares at 1.5c each, includes trading restrictions that create a relevant interest for Yowie in its own shares, contravening takeover laws.
Keybridge argues that the restrictions on trading the placement shares and the interests of Keybridge and WAM Group in Yowie create contraventions of section 606 of the Corporations Act. Keybridge seeks orders to halt the share issuance or prevent disposal of issued shares. Final orders sought include cancellation of the shares, vesting them in ASIC, or preventing the recipients from voting them at any Keybridge-initiated Yowie members’ meeting for 12 months. The Panel has not yet decided whether to conduct proceedings and makes no comment on the application’s merits.
