A judge might’ve found plenty of evidence of conflict but that hasn’t stopped Keybridge Capital Limited (KBC) administrator Gideon Rathner keeping the parties warring for control of the ASX-listed play interested.
That the competition remains intense can’t be doubted.
In the NSW Supreme Court on Monday four counsel lined up to represent the players fighting over KBC, which holds stakes in a hodgepodge of businesses, from insurance and funds management to chocolate making and is in turn part owned by shareholders of some of those businesses.
Ostensibly attending for directions hearings, it soon emerged that the newly appointed directors of the KBC board were seeking to press an advantage in respect of funding guarantees and a proposed Deed of Company Arrangement (DoCA) in circumstances where the recently ousted former directors were preparing their own DoCA proposal.
Earlier this month Justice Scott Nixon delivered judgement on a range of issues in dispute In the matter of Keybridge Capital Limited [2025] NSWSC 240.
Apart from Rathner’s regrettable but survivable conflicts, he found that a meeting held in February to replace various directors had been invalidly adjourned and validly held, thereby confirming the appointments of new directors including WAM Capital founder Geoff Wilson, who controls the majority of the stock in KBC.
The Judge also found that Rathner’s conflicts came about as a consequence of his appointments to various businesses linked to ousted director and Wilson’s nemesis in the KBC fight, Nicholas Bolton.
But despite the findings Justice Nixon didn’t find that the Lowe Lippmann partner should be removed, as Wilson and his co-plaintiffs wished.
He did however stand over the proceedings because the company was in VA and certain matters had still to be resolved so that Rathner could get on with his role.
The Wilson and Bolton camps however weren’t suspending hostilities. Bolton, who controls chocolate maker Yowie, had been instrumental in the decision to call on Yowie’s loan to KBC, paving the way for Rathner’s appointment.
The court heard yesterday that the Wilson camp now wants to replace the directors of Yowie and had sought Rathner’s consent for the KBC directors to issue a Notice to that effect.
Rathner had not at that time responded to the request.
Further reading:
Keybridge VA was a creditor until January
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