Orders sought against Wilson and Bentley over Keybridge shares

Orders sought against Wilson and Bentley over Keybridge shares

It has now been almost a decade since corporate raider Nicholas Bolton put money into beleaguered investment vehicle Keybridge Capital (ASX: KBC), but the war of attrition to secure control is far from over.

Between May 2007 and December 2008, the shock of write-downs and a breach of debt covenants sent Keybridge shares spiralling from above the $2 mark down to nine cents each.

Now trading at seven cents a pop, there is still close to $12 million of market capitalisation tied up in the group.

The company's holdings include US private equity, New Zealand life insurance, property and funds management as well as the listed companies HHY Fund (ASX: HHY), Molopo Energy (ASX: MPO), Metgasco (ASX: MEL) and Yowie Group (ASX:YOW).

Presumably there is more unlocked value in Keybridge judging by the ongoing tug-of-war between Bolton's Australian Style Group and Farooq Khan's Bentley Capital (ASX: BEL), each holding more than a fifth of the company.

Wilson Asset Management also owns a significant stake after lifting its ownership of KBC shares to 22.32 per cent in June, and has garnered the support of Khan for a full takeover.

Between these three major shareholders Bolton might be outnumbered, but votes went in his favour in mid-October as warring factions sought to remove each other's representatives. 

Longstanding Bentley executive Victor Ho was removed from his position as company secretary at Keybridge, while Australian Style director Richard Dukes was appointed to the board and Bolton's responsibilities expanded from CEO to managing director as well.

Via a Western Australian court Bentley had sought to remove Bolton-linked John Patton as chairman, but the bid was rejected and instead Patton is now not only chairman but also filling Ho's shoes as interim company secretary.

Now Australian Style is out to inflict more damage on the Bentley cause. Its attempts to remove nominated board members William Johnson and Simon Cato fell flat in the shareholder vote, but now Patton is haranguing with the Takeovers Panel about the vote decision's validity.

"Mr Patton submits that at that meeting certain proxies directing the proxy to vote in favour of the resolutions to remove Messrs Cato and Johnson were incorrectly ruled invalid and the resolutions were lost by a margin less than the number of votes excluded," the Takeovers Panel said in an announcement published on Friday.

Patton also alleged a bidder's statement from Wilson had not undergone the required procedures within the right timeframe needed under 631 of the Corporations Act, and accused Wilson and Bentley of acting in a concerted way to confer relevant interests in each other's KBC shares.

"Mr Patton seeks interim orders in effect to restrain members of the WAM Group and Bentley disposing of or voting any of their Keybridge shares," the Takeovers Panel said.

"Mr Patton seeks final orders to vest in ASIC for sale Keybridge shares held by members of the WAM Group and Bentley such that their combined holding does not exceed 19.99 per cent of Keybridge and to restrain members of the WAM Group, Bentley and their associates from acquiring any Keybridge shares for a period of six months after the sale of the vested shares."

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