Being hit with a claim on your indemnity just three days into a job might be some kind of record but Melbourne liquidator Gideon Rathner knew what he was getting into when he consented to being appointed administrator of ASX-listed Keybridge Capital Limited (KBC) last Sunday.
“Rather than pursue the Low Lippmann Claim, I relied upon an irrevocable authority previously provided by Keybridge Capital (KBC) in its capacity as secured creditor by which my remuneration, costs and expenses are gradually being paid from revenue generated from the assets of those companies which are secured in favour of KBC.” Gideon Rather, liquidator and Lowe Lippman partner.
As has been well reported, KBC has been caught up in the middle of a ferocious shareholder dispute for years between fund manager and major shareholder Geoff Wilson of Wilson Active Management and KBC founder Nicholas Bolton.
Last November a court refused Wilson’s application to have KBC wound up but he did obtain leave to commence derivative proceedings in respect of a $4.95 million bonus the KBC board approved for payment to Bolton for his slick 2024 trade in Magellan Finance Group options, which reaped a $17.6 million pay off.
Bolton used the disputed bonus to buy a home for himself on the shores of Lake Como in Italy.
Wilson, who controls 45.45 per cent of KBC, then wrote to investors calling for an extraordinary general meeting (EGM) on February 10 to remove the incumbent directors, who include Melbourne-based media entrepreneur Anthony Catalano, Sydney lawyer Richard Dukes, ex-EY partner John Patton and Bolton.
But Catalano turned his cloak last week by agreeing to vote his 10.7 per cent KBC stake in favour of the resolutions put by Wilson.
Patton chaired the meeting on Monday and after tense exchanges with Catalano, adjourned the meeting.
Bolton meanwhile had countered Catalano’s about face by issuing KBC with a demand for immediate payment of a secured loan made to KBC by Yowie Pt Ltd, another company Bolton controls.
The issuance of the Yowie demand last Thursday was followed swiftly by the appointment of Rathner on Sunday.
Rathner then designated authority to Patton, a Bolton ally, to chair the meeting on Monday, the adjournment of which without a return date created another route for Wilson to continue his attack in the courts, though KBC on Tuesday put out an ASX announcement advising the meeting would be reconvened on April 22.
Separate to the so-called “Lake Como Proceedings” Wilson’s lawyers at Mills Oakley this week commenced fresh proceedings on Monday in the NSW Supreme Court in relation to Rathner’s appointment and Patton’s decision to adjourn February 10 meeting.
During hearings the court heard that there had been a challenge to Rathner’s “deed of indemnity” and that the administrator needed time to consider the claim and his position.
While neither Rathner or his lawyer Simon Abraham of Tisher Liner have responded to iNO’s inquiries, Rathner’s DIRRI has proven illuminating.
As it turns out, during the failed winding up proceedings Wilson brought against KBC last year Rathner and his firm Lowe Lippmann sought to be a supporting creditor on the basis of an invoice issued to KBC for $179,633.94 which Rathner claimed for work performed as liquidator of PR Finance Group Limited, Australian Money Exchange Pty Ltd and AMX No 1 Pty Ltd (PRFG Group), all entities associated with Bolton.
KBC denied it was indebted to Rathner or Lowe Lippmann in any amount and the court never tested the claim.
Wilson next issued a Notice on December 24 under section 249F of the Corporations Act 2001 (Cth) to KBC shareholders to consider resolutions to remove all of the Keybridge directors and to appoint himself, WAM chief financial officer (CFO) Jesse Hamilton, investment specialist Martyn McCathie and financial services executive Sulieman Ravell as directors.
According to Rathner’s DIRRI on January 6 “Lowe Lippmann credited the invoice and the claim was no longer being made against KBC. The reversal of the invoice was prior to me first being approached on 5 February 2025 about the possibility of a proposed appointment.
“Rather than pursue the Lowe Lippmann Claim, I relied upon an irrevocable authority previously provided by KBC, in its capacity as secured creditor, dated 23 July 2023 by which my remuneration, costs and expenses are gradually being paid from revenue generated from the assets of those companies which are secured in favour of KBC – specifically, real property comprising a conference centre owned by Eye Plantain Pty Ltd and Blue Sennar Air Pty Ltd.
“Since 6 January 2025 LL has not asserted that it is a creditor of KBC,” Rathner declared.
The DIRRI also details how Rathner’s consent was obtained by the payment of $118,000 into the Lowe Lippman trust account by Yowie.
In addition to his role as liquidator of the PRFG Group Rathner is liquidator of Eye Plantain Pty Ltd and Blue Sennar Air Pty Ltd. KBC is the secured and only creditor of both companies.
Then there’s his appointments as receiver of Plenus Residential Pty Ltd and Plenus Retail Pty Ltd by secured creditor Bridge Property Investments Pty Ltd, a wholly owned subsidiary of KBC.
That irrevocable authority certainly has some load to bear, and that’s without whatever costs might accumulate from this purported challenge to Rathern’s indemnity.
According to Rathner his involvements with entities controlled by or linked to Bolton were assessed by an unidentified Kings Counsel as not preventing him from accepting the KBC appointment, so it’s all good.
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