Board directors ousted in Keybridge shake-up

Board directors ousted in Keybridge shake-up

Executive numbers are shrinking at embattled investment firm Keybridge Capital (ASX: KBC) as the tussle between CEO Nicholas Bolton and major investor Farooq Khan takes a fresh turn.

One director has been stood down by the board, another voted off by shareholders, and the company's chairman has resigned against the backdrop of a tumultuous AGM yesterday.

An adoption of the 2019 remuneration report was also rejected by shareholders. 

Bolton's Australian Style Group owns slightly more than a fifth of KBC's issued shares but has been able to exert greater control in recent months, exemplified in a bold decision to remove director Simon Cato before yesterday's meeting.

Cato represents Khan's Bentley Capital (ASX: BEL), which has a similar shareholding to both Australian Style and Wilson Asset Management in KBC. 

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

Bolton-backed chairman William Patton resigned from the role effective immediately before the AGM, but he will remain as company secretary - a position he took from longstanding Bentley executive Victor Ho in October. 

Bentley had previously sought to oust Patton from the chairmanship whilst calling on a Western Australian court to have the position filled by William Johnson, a Bentley-supported mining and resources veteran who is currently a non-executive director at KBC: 

Bolton and his sidekick Jeremy Kriewaldt, who was narrowly voted back onto the board yesterday with 52.76 per cent of votes in his favour, now share the deputy chairman role in a joint capacity.

Shareholders turn on Bolton

But just as it seemed Bolton was consolidating even more control of Keybridge, shareholders put cold water on his plans by voting against the re-election of Australian Style-backed Richard Dukes as a director.

More than 61 per cent of votes were against Dukes, who was only appointed to the board in October.

Meanwhile, more than 69 per cent of votes were in favour of holding a board re-election meeting, so the saga is far from over. 

So much fuss over a penny stock that owns a mixed bag of assets ranging from New Zealand life insurance to oil company Molopo Energy (ASX:MPO) to confectionery outfit Yowie Group (ASX:YOW).

Wilson's takeover attempt

The shake-up follows Monday's announcement from Keybridge insisting shareholders reject a takeover offer from Wilson Active Management (WAM).

"There is a higher and less conditional offer available to shareholders, and shareholders would be generally unable to accept this higher offer if they accept the WAM Active Bid," said Keybridge.

WAM's offer for all of the ordinary shares in Keybridge at 6.5 cents per share is WAM's fourth attempt to take control of Keybridge over the last four years.

WAM lowered its takeover offer of Keybridge back in December 2019, just a week after Bolton's Australian Style Group upped the ante in its fight for control over the entity which remains suspended from the ASX.

Earlier this year Australian alternative asset manager Aurora Funds Management announced its own plans to takeover Keybridge, offering 6.6c per share to take control of the investment and financial services group.

It is expected that Aurora will lodge its bidder's statement with ASIC, the ASX, and Keybridge sometime in mid-January, with the bid to open later this month and close sometime in late February.

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