Keybridge Capital Limited (KBC) has escalated its concerns regarding the affairs of Yowie Group Ltd (Yowie) by applying to the Takeovers Panel, marking the second such application in recent weeks. The core of Keybridge’s grievance revolves around what it alleges is a deliberate dilution of voting power within HHY Fund, an unlisted managed investment scheme holding approximately 10.06% of Yowie’s shares. Keybridge’s initial application to the panel was lodged mid-May.
The dispute stems from Aurora Funds Management, the responsible entity for HHY, issuing 42% new HHY units shortly after WAM Capital Ltd requested a copy of HHY’s members’ register, with the intention of calling a meeting to consider replacing Aurora. Keybridge contends that this issuance, including to Yowie directors and associated entities, significantly diluted the voting power of existing unitholders, particularly Keybridge itself (from 31.15% to 21.89%) and Wilson Asset Management Group (from 31.98% to 22.48%).
Keybridge asserts that this dilution served the “improper purpose of preventing a change of responsible entity,” thus reducing Keybridge’s influence in Yowie ahead of Yowie’s s249F meeting, scheduled after postponement for July 14, 2025. They argue that the acquisition of control over Yowie shares is not occurring in an efficient, competitive, and informed market, violating s602 of the Corporations Act. Additionally, Keybridge alleges that associated parties, potentially including Yowie directors facing removal resolutions, are manipulating the composition of Yowie’s board by orchestrating the issuance of new HHY units.
Keybridge is seeking interim orders to prevent Nicholas Bolton, Andrew Ranger, and their associates from acquiring further interests in HHY, to compel them to disclose their combined voting power and interests in Yowie, and to force Aurora to reveal details of all HHY unit issuances since December 31, 2023. The final orders requested aim to restrain HHY unitholders receiving units since April 1, 2025, from voting in any meeting to replace Aurora and to prevent Aurora from voting its Yowie shares against Resolution 1 at the upcoming Yowie s249F Meeting. The Takeovers Panel has yet to appoint a sitting panel or make any decision regarding the proceedings’ commencement.
