Corporate raider Nick Bolton's $800,000-plus annual salary as CEO of ASX minnow and struggling chocolatier Yowie Group (ASX: YOW) is under threat after shareholders voted to remove him from a board he had already left, electing to stack it with nominees from Geoff Wilson-controlled Keybridge Capital (ASX: KBC).
Bolton's Australian Style Group (ASG) has minority shareholdings in each of these companies, and at the start of this year he controlled both after years of sparring with Wilson's WAM Active (ASX: WAA) fund.
But a defection of media mogul Antony Catalano to support the Wilson camp set in motion five months of corporate and legal pandemonium as both sides jostled in the courts and the ASX notice boards, submitting numerous complaints about one another to the Takeovers Panel.
With Catalano's backing, shareholders voted to kick Bolton off the Keybridge board at a meeting in February, but before it took place Bolton appointed administrators to the company over a $4.6 million loan provided by Yowie a day after he became its CEO in May 2024.
Wilson thus resorted to the courts to settle the matter of control of the company. The Supreme Court of NSW ultimately validated the board spill vote, while an unsuccessful appeal from Bolton also led to a declaration in May that the company be taken out of administration.
But the battle wasn't over there. The day after the Supreme Court's decision, Yowie's CEO launched a takeover bid for Keybridge. He would leverage this to make claims, ultimately in vain, to the Takeovers Panel that Keybridge's plans to change the Yowie board would frustrate the bid.
Yowie issued new shares to dilute Keybridge's holding, and WAM Active also alleged Bolton's Australian Style Group took steps to dilute shares in other shareholding entities. The courts also dismissed Bolton's attempts to postpone the meeting.
This all culminated in a Yowie shareholder vote last Friday, taking place within a fortnight of Bolton's departure alongside ally John Patton as directors on the premise of addressing any conflicts of interest arising from Yowie's proposed takeover bid of Keybridge.
Four days before the shareholder vote, another director Andrew Ranger also left the Yowie board, which the group acknowledged left it temporarily in breach of Corporations Act rules that a public company must have a minimum of three directors, two of whom must ordinarily reside in Australia.
Yowie was correct in announcing that this would be a temporary situation, as on Friday shareholders voted to appoint Wilson, Catalano, Jesse Hamilton, Martyn McCathie and Sulieman Ravell to the board.
Shareholders voted to remove Yowie's two remaining directors, Daniel Agocs and Bolton's brother-in-law Diesel Schwarze, and left no room for doubt as proxy votes would have kicked out Bolton, Patton and Ranger. Votes in favour of the resolutions were all greater than 72 per cent.
A rival attempt on the same day to remove Wilson, Hamilton, McCathie and Ravell from Keybridge's board was quashed with 65.81 per cent of votes cast against these motions.
Keybridge drew attention to votes from more than 10 million shares representing 4.79 per cent of issued capital being received after the close of voting. The company claims that validly appointed proxies voted 81.84 per cent against the resolutions.
"Keybridge’s directors would like to thank shareholders for their continued support, with approximately 84% of all Keybridge shareholders casting their votes on the resolutions," the company stated in an announcement to the ASX today.
"Keybridge had numerous concerns about the content of ASG’s notice of meeting, and the meeting itself. ASG did not provide Keybridge’s shareholders enough notice as required under the Corporations Act, nor did it provide any telephone dial-in facility."
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
1 April 2025: Corporate raider Nicholas Bolton kicked off Keybridge board in coup for Geoff Wilson
11 April 2025: Yowie faces $5.8m tariff blow as Keybridge loan woes linger
9 May 2025: Yowie moves on Keybridge as Bolton ousted in corporate shakeup
26 May 2025: Nicholas Bolton tries to block Keybridge meeting aimed at removing him from Yowie board
4 June 2025: Bolton dilutes rival Wilson’s Yowie shares to lift chance of survival before board spill meeting
6 June 2025: Keybridge secures $9.3m bridging loan from Wilson as war for Yowie control rages on
17 June 2025: Takeovers Panel rebuffs Yowie's attempts to stall vote on board overhaul
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