VA may be rapidly ousted from Keybridge war zone

We’d like to know how many insolvency practitioners have been approached to act in some capacity at the strife-torn Keybridge Capital Limited (Keybridge) over the years but for the shareholders fighting for control of the investment minnow, all that matters is who consented.

Around midday on Monday Lowe Lippman’s Gideon Rathner was appointed voluntary administrator (VA) of Keybridge, hours before a general meeting was scheduled to be held at which shareholders would vote on resolutions proposing that the entire board be replaced.

Despite formally consenting to take control of the company’s assets and affairs one of Rathner’s first acts was to delegate responsibility for chairing the meeting to one of the directors nominated for termination. We look forward to inspecting his DIRRI.

The meeting had been called last month under section 249F of the Corporations Act 2001 (Cth) (Corporations Act) by major Keybridge shareholder WAM Active (WAM) as part of a long running battle between WAM director Geoff Wilson and Keystone founder and director Nick Bolton.

Wilson wants to remove Bolton, chairman John Patton and Richard Dukes and install Wilson Asset Management chief financial officer Jesse Hamilton, investment specialist Martyn McCathie and financial services executive Sulieman Ravell, along with himself.

Rather’s appointment on Monday ahead of the meeting was a predictable spoiling tactic and after Patton adjourned Monday’s meeting with the parties in dispute over whether the resolutions were validly put and voted on, Wilson, having already drummed up a motza in legal fees and costs pursuing Bolton responded by despatching Mills Oakley’s Lynda Reid and barristers James Emmett SC and Daniel Krochmalik to the NSW Supreme Court.

Emmett’s first job was to obtain leave for the filing of an originating process. That document shows that Keybridge director and media identity Anthony Catalano, initially in Wilson’s sites along with Bolton etcetera is no longer a target after Catalano turned his cloak, agreeing last week to vote his 10.7 per cent stake in Keybridge in favour of Wilson’s resolutions.

Shortly after Catalano’s about face major Keybridge lender Yowie demanded full and immediate repayment of a $4.6 million loan, paving the way for Rathner’s appointment. Bolton controls Yowie through his Australian Style Group.

Rathner however could exit the appointment as rapidly as he entered. According to the originating process Wilson is seeking to have the administration declared void or invalid or alternately, orders that the administration end immediately.

Unsurprisingly, Wilson is also seeking an order that Patton, Bolton and Dukes – but not Catalano – be liable to indemnify Rathner “for the costs, expenses and remuneration of Mr Rathner in his role, or purported role as administrator of Keybridge (including any remuneration incurred on a quantum meruit basis)”.

The matter returns to court tomorrow.