ASIC grants Wilson permission to proceed with Keybridge takeover

ASIC grants Wilson permission to proceed with Keybridge takeover

The Australian Securities and Investment Commission (ASIC) has greenlit Wilson Asset Management's (ASX: WAM) attempt to take over Keybridge Capital (ASX: KBC) after Takeovers Panel proceedings delayed the bid.

As such, WAM Active's takeover bid to acquire all KBC shares for 6.9 cents per share (a 29 per cent premium) can now go ahead, albeit a few months behind schedule.

The bid was delayed after Nicholas Bolton-led Keybridge took WAM to the Takeovers Panel earlier this year relating to WAM's initial takeover bid.

The Panel determined that WAM must comply with a request to reverse transactions from any person whose Keybridge shares were acquired by WAM Active.

Because of this delay ASIC granted WAM Active relief extending the normal deadline for dispatching the Bidder's Statement from 14 to 70 days to allow time to process WAM Active's application.

WAM's replacement bidder's statement shows no changes to the original bid, first announced in late April 2020.

At the time the fund claimed Keybridge was bad news for shareholders: its net tangible asset backing (NTA) had fallen 70 per cent since the end of 2016 and the company was prone to significant corporate governance issues.

Since the Takeovers Panel decision Keybridge director and media mogul Antony Catalano has stepped up and announced that he would buy shares back from 96 shareholders at a slight premium of $0.07 cash per share.

WAM, chaired by Geoff Wilson (pictured) slammed the announcement from Catalano, labelling it as an "opportune" move from the Keybridge director.

"Mr Catalano's unsolicited offer contains inadequate information regarding the value of KBC, which he is uniquely placed to provide," WAM said.

"WAM Active observes that, if Mr Catalano were to make a bid for the benefit of all KBC shareholders, an independent expert report would be required."

The new key dates for WAM's takeover bid are yet to be announced.

While WAM is trying to take over Keybridge, the Bolton-led investment firm has its own takeover targets of its own.

Keybrdige launched a bid to take over the entireity of RNY Property Trust (ASX: RNY) last week. The bid sees Keybridge offer 0.16 KBC shares per each RNY unit on issue. At today's KBC trading price of $0.071 the offer values the transaction at close to $3 million.

Bolton's company is also embroiled in an ongoing spat with Aurora Dividend Income Trust that involves Farooq Khan-led Bentley Capital.

Bentley says its broker made an administrative error in the process of accepting into the first WAM takeover bid for Keybridge via CHESS and accidentally accepted into a competing bid from Aurora Dividend Income Trust.

But now Aurora is refusing to reverse the error, despite significant pressure from the Takeovers Panel to do so.

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