As Keybridge shakes up Yowie, Wilson shakes up Keybridge

As Keybridge shakes up Yowie, Wilson shakes up Keybridge

Investor advocate group Wilson Asset Management Active Limited (ASX: WAA) has launched yet another bid at taking over Nicholas Bolton-led Keybridge Capital (ASX: KBC).

The new bid comes just two weeks after Wilson's previous takeover attempt was blocked by the Australian Takeovers Panel because of "unacceptable circumstances".

All the while notorious corporate raider Bolton has his hand firmly in the candy jar as Keybridge launches its second attempt to overthrow the board of confectioner Yowie (ASX: YOW).

WAA made an offer yesterday evening to acquire all shares in Keybridge at 6.9 cents per share, representing a premium of 29 per cent.

Wilson's repeated case to Keybridge investors is simple; the fund claims Keybridge is bad news for shareholders: its net tangible asset backing (NTA) has fallen 70 per cent since the end of 2016 and the company is prone to significant corporate governance issues.

Keybridge yesterday called a general meeting of Yowie shareholders with the intention to oust both Louis Carroll (chairman) and Neville Bassett as directors, and instate both Keybridge CEO Bolton and John Patton in their places.

The last time Keybridge attempted a coup of the chocolatier it was unsuccessful, with two-thirds of Yowie shareholders voting against the removal of Carroll from the board.

At the time though Keybridge held just over five per cent of shares in Yowie. Going into round two Keybridge holds close to 23 per cent of the confectioner, giving it a substantial leg-up.

It might also help Keybridge that Yowie has been in the dumps leading up to the COVID-19 economic crisis; at the end of the first half of FY20 Yowie posted a loss of $2.93 million, significantly worse than its 1H19 loss of $871,442.

The company is not faring well during the pandemic either, with Yowie announcing sales were disappointing during the third quarter due to challenging market conditions and significant competitive activity from major confectionery companies.

Yowie announced a year-to-date EBITDA loss of $1.87 million earlier this month.

The latest coup attempt is against a backdrop of new directors coming on board at Keybridge Capital, and challenges to the already delicate power balance between Wilson, Bolton and Farooq Khan's Bentley Capital (ASX: BEL).

Of note is the appointment of former Domain boss Antony Catalano as a director at Keybridge, who was recruited by Bolton.

Catalano, who most recently made headlines for blocking the merger of Seven West Media (ASX: SWM) with his regional publishing company Prime Media Group (ASX: PRT), now holds a 10.25 per cent shareholding in Keybridge.

These developments follow on from an internal scuffle at Keybridge that saw director Simon Cato removed from the board in January.

Cato represented  Bentley Capital, which held a similar shareholding in KBC to both Bolton's Australian Style Group and Wilson Asset Management at the time.

With Bolton at the helm, Keybridge removed Cato asserting he had failed to attend director meetings for three consecutive months, but Cato's lawyers contested this claim.

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