Nicholas Bolton-led Yowie Group (ASX: YOW) has been dealt a blow in its attempts to stall a shareholder vote seeking to remove all its directors, after the Takeovers Panel yesterday declined to declare unacceptable circumstances over a meeting called by the company's majority shareholder Keybridge Capital (ASX: KBC).
Keybridge, backed by Geoff Wilson's WAM Active (ASX: WAA), owns 58 per cent of Yowie and has called a general meeting for 27 June to vote on the removal of Yowie directors Nicholas Bolton, John Patton, Andrew Ranger, Diesel Schwarze and Daniel Agocs.
In parallel, Bolton's Australian Style Group (ASG) has proposed a meeting on the same day with resolutions to remove Geoff Wilson, Jesse Hamilton, Martyn McCathie and Sulieman Ravell from the board of Keybridge, in which ASG has a 19 per cent stake.
Keybridge has raised concerns over the handling of the rival meeting, alleging a failure from ASG to notify or engage Automic Group, Keybridge’s share registry, despite listing Automic Group as the recipient of proxy forms. It also alleges that ASG has not provided its shareholders with enough notice or any telephone dial-in facility.
Adding to the administrative chaos, Yowie has also issued communications to its shareholders claiming that the Keybridge-led meeting will take place more than two weeks later on 14 July - a claim Keybridge refers to as a "purported postponement" that it believes is invalid and is due to be assessed by the NSW Supreme Court tomorrow.
Aside from seeking to postpone Keybridge's planned meeting of Yowie shareholders, the latter's directors also sought to invalidate the meeting through an application to the Takeovers Panel.
Yowie used its takeover offer for Keybridge, which is set to expire on 28 July, as a premise to complain to the Takeovers Panel that the general meeting called by Keybridge would frustrate its offer.
The Yowie board cried foul that Keybridge had recommended its shareholders take no action to the bid, and issued a notice to call for the Yowie shareholder meeting, "without disclosing that such an act would frustrate the offer making it unavailable for all Keybridge shareholders".
Yowie alleged there was no urgency or probative reason why Keybridge would need to convene such a meeting "other than to frustrate the offer, to the prejudice of Keybridge shareholders, or otherwise before it obtains the approval of its own shareholders allowing it to trigger a defeating condition".
The Takeovers Panel begs to differ, on the basis that "Yowie was aware of the likelihood that Keybridge may seek to change the composition of the Yowie board when Yowie announced its proposed bid, and accordingly the condition was likely to be triggered by Keybridge".
"The Panel considered that it is not against the public interest to decline to make a declaration of unacceptable circumstances," the Takeovers Panel stated.
These are not the only manoeuvres deployed by Bolton's ASG to retain control of the Yowie board, and Bolton's US$522,000 ($802,965) salary which is far greater than most pay packets for CEOs at ASX companies of comparable size.
Yowie also issued new shares that diluted Keybridge's holdings from more than 66 per cent down to around 58 per cent. It is also alleged that ASG-connected Aurora Funds Management Limited, the responsible entity for the fund HHY which is partly owned by Keybridge and has a stake in Yowie, issued new HHY shares to Yowie directors and their associated entities.
Wilson Asset Management Group has applied to the Takeovers Panel complaining that this share issuance significantly dilutes Keybridge's voting power in Yowie, via HHY as an investment vehicle.
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
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