There’s no sign of the fun ending in respect of Keybridge Capital Limited (KBC) just yet.
While a judge of the NSW Supreme Court has found that the appointment of Gideon Rathner as administrator of KBC was not for an improper purpose, the Lowe Lippmann partner could still find himself detached from the potentially lucrative appointment when the matter returns to court.
“I accept the Plaintiffs’ submissions that Mr Rathner was in a position of conflict, having regard to his prior dealings with Keybridge as liquidator of the PR Group Companies; and that Mr Bolton and Mr Patton must have known that was the case at the time of his appointment. Further, I accept the Plaintiffs’ submission that Mr Rathner assisted Mr Bolton and Mr Patton in their defence of the proceedings, at least prior to the point in time when they obtained legal representation.” Justice Scott Nixon.
Following Rathner’s appointment Justice Scott Nixon had been encouraged to arrive at the unsavoury conclusion by major Keybridge shareholder WAM Capital, incensed by the appointment of Rathner by KBC’s incumbent directors on February 9.
This was one day before a meeting was due to be held at which a resolution removing incumbent directors Nicholas Bolton, John Patton and Richard Dukes was to be put and after the deadline for the submission of proxies.
The resolution also called for the appointment of new directors Geoff Wilson, Jessie Hamilton, Martyn McCathie and Sulieman Ravell, joining incumbent Antony Catalano on the KBC board and WAM Capital founder Wilson had the votes to push it through with Catalano’s support.
At the subsequent meeting chairman Patton opened and then immediately adjourned the meeting.
Defying him however Wilson and his co-aspirants put the resolutions to the meeting and according to the vote Patton and fellow KBC directors Nicholas Bolton and Richard Dukes were deemed to have been removed and replaced.
But they still had to deal with the question of Rathner’s appointment and its validity and he was taking no chances given the rocky and complicated history he has with Bolton according to a comment Justice Nixon included In the matter of Keybridge Capital Limited [2025] NSWSC 240 delivered last week.
“Prior to me providing my consent to act, I will require funding of $1,000,000 to be provided and paid into my trust account together with a trust account authority”, Rathner said in an email to Bolton sent on February 7.
“The authority will include that I can draw on the funds to cover my time costs, expenses including legal fees at a solicitor/client rate and any costs incurred in the administration of Keybridge … whether or not my appointment is valid”.
At the first meeting of creditors on February 19 Wilson’s WAM sought to have Cor Cordis Sydney duo Rahul Goyal and Cate Conneely appointed as administrators in place of Rathner.
But Rathner had already told the meeting that according to his calculations the set off of various costs orders accumulated during several years of litigation between WAM entities and Keybridge meant that in his view WAM Active was not a creditor.
Justice Nixon last week found that the decision of meeting chairman John Patton to adjourn the shareholder meeting on February 10 was invalid and without effect.
Consequently the resolutions replacing various directors were validly put and, with details of a bridging facility provided in the proceedings, there was sufficient evidence to conclude that KBC is solvent.
The judge said assuming certain issues Rathner had in respect of the bridging facility the administration should be brought to an end.
“I will stand over the proceedings for a short period to enable discussions to occur in relation to those outstanding issues.
“When the matter is next in Court, I will make orders to deal with the balance of the relief sought or otherwise will make directions in respect of any remaining dispute, including in relation to costs,” the judge said.
Further reading:
Keybridge VA was a creditor until January
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