Editor’s Note: On April 17 the NSW Supreme Court extended to May 9 a stay on the order of April 14 that the administration of Keybridge Capital Limited end with immediate effect pending the hearing of an appeal. The upshot is that administrator Gideon Rathner will remain in place until the appeal is decided. See: Bolton v WAM Active Ltd [2025] NSWCA 81.
The battle for control of ASX-listed Keybridge Capital Limited (KBC) appears to be over after a judge on Monday ordered that the administration of the company end.
In the matter of Keybridge Capital Limited (No 2) [2025] NSWSC 354 NSW Supreme Court judge Scott Nixon said he was satisfied KBC had the capacity to pay its debts as and when they fell due and that those advocating for continuance so creditors could consider a deed of company arrangement (DoCA) had failed to show the company was insolvent.
“The Defendants did not identify any reason why, in the event that Keybridge is established to be solvent, it should be remain in the control of an administrator, or why its fate should be in the hands of its creditors.” NSW Supreme Court judge Scott Nixon.
Barring a stay due to expire at 4:00pm today Justice Nixon’s judgment brings to an end the controversial involvement in KBC’s affairs of Melbourne insolvency practitioner Gideon Rathner, whose appointment as VA on the eve of a meeting to vote on replacing KBC’s directors elicited howls of protest from the KBC shareholders seeking to wrest control from Bolton and his associates.
Put simply, Rathner was conflicted to the eyeballs, and while both sides alleged conflict his honour found that Rathner’s role as liquidator of other entities related to ousted Keybridge director and appointor Nicholas Bolton made him wholly unsuitable.
” …. whereas I have rejected the Director Defendants’ attacks on the independence of Mr (Antony) Catalano and Mr (Sulieman) Ravell, I have determined that Mr Rathner is, by reason of his dealings with Keybridge in his capacity as liquidator of the PR Group Companies, in a position of conflict (see Primary Judgment,” the judge said.
There judgment is extensive but one paragraph seems to summarise the reality of the dispute, which pitted Wilson Asset Management (WAM) founder Geoff Wilson and his associates against Bolton, with Melbourne media entrepreneur Catalano proving to be the key player.
“So far as Mr Catalano is concerned, the fact that he has a claim against Keybridge, or Keybridge has a claim against him, does not provide a reason why, on an unrelated matter (namely, the terms of financing to be provided by WAM, WAM Capital or WAM Strategic Value), he would not be able to properly discharge his duties,” the judge said.
“As noted in the Primary Judgment (at [194]-[195]), the issue in respect of Australian Community Media (ACM) was first raised around twelve months ago, but none of the Director Defendants expressed any concern that it affected Mr Catalano’s ability to discharge his duties as a director of Keybridge (until the point in time when he indicated that he would vote in favour of their removal as directors).”
Further reading:
VA entices duelling DoCAs from Keybridge combatants
Keybridge VA was a creditor until January
VA may be rapidly ousted from Keybridge war zone
Be the first to comment on "Court preserves Keybridge VA pending appeal"