Nicholas Bolton-helmed Keybridge Capital (ASX: KBC) has once again found itself applying to the Takeovers Panel to try and stop WAM Active's (ASX: WAA) latest takeover bid.
The proceedings relate to a long-running tug-of-war between the two, culminating in WAM's latest takeover bid lodged on the ASX in early July.
Though a sitting panel has not been appointed at this stage and the Takeovers Panel has not yet decided to conduct the proceedings, Keybridge hopes to stop WAM from processing any acceptances under the latest offer.
Keybridge's case is that there are a number of unresolved matters regarding a previous takeover bid from WAM, thus creating what it deems to be "unacceptable circumstances".
Specifically, the case revolves around a previous decision made by the Takeovers Panel regarding 16 million shares "improperly transferred" to WAM as part of a previous bungled takeover attempt of Keybridge.
Impacted shareholders of those 16 million shares were granted a perpetual right by the Takeovers Panel to obtain back their shares from WAM Active, a firm founded by veteran investment manager Geoff Wilson.
Since this Takeovers Panel decision Keybridge launched proceedings in the Supreme Court of NSW to rectify the alleged improper transfer of Keybridge shares, with a goal to have those shares vested with the Australian Securities and Investment Commission (ASIC).
One of Keybridge's major shareholders and company director Antony Catalano has since stepped up and made an offer to the impacted shareholders to buy those 16 million shares for 7.1 cents per share.
If Catalano acquires every share available to him he would increase his shareholding in the company from 10.25 per cent to 22 per cent.
Keybridge is ultimately claiming that WAM's latest bid, which would see it re-acquire those 16 million shares again, is unfair to the 96 shareholders of the shares when there is a competing bid on the table from Catalano.
"There is no explanation as to the prejudice Processed Shareholders may suffer from accepting into the WAM Active offer. They are not informed that it is financially disadvantageous," says Keybridge in its submissions to the Takeovers Panel.
Further Keybridge says there "is no discussion of the consequences of what the Processed Shareholders would be giving up if they accept using the Acceptance Facility, being the right to get their shares back from WAM Active at any time."
"Processed Shareholders are not adequately informed that they receive no cash for accepting into the WAM Active offer."
Keybridge also claims that ASIC's decision to provide WAM Active relief to lodge a replacement bidder's statement on 6 July was "inappropriate" considering there is the ongoing case in the Supreme Court regarding the alleged improper transfer of the 16 million shares.
As such, Keybridge has asked the Takeovers Panel for final orders including:
- Setting aside ASIC's decision to provide the acceptance facility relief;
- Setting aside ASIC's decision to extend the timeframe for the dispatch of WAM Active's replacement bidder's statement;
- Remitting that matter for reconsideration by ASIC; and
- Requiring corrective disclosure in relation to the replacement bidder's statement.
The ongoing saga is underpinned by WAM's on-market moves for Keybridge shares.
On Thursday 23 July WAM increased its holdings in Keybridge by approximately 17 per cent, or 31.7 million shares.
This move brings WAM's shareholding in Keybridge to 43.05 per cent, giving the company further leverage as it stakes its claim over Bolton's investment firm.
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