Nick Bolton, Geoff Wilson, Anthony Catalano all claim victory in Keybridge Capital showdown

Wilson Asset Management is optimistic the latest court fight over control of Keybridge Capital may be its last with markets figure Nick Bolton.

Wilson Asset Management boss Geoff Wilson. Picture: Nikki Short

Both sides have declared victory in the court battle over control of Keybridge Capital, after markets figures Nick Bolton and Geoff Wilson fought their latest clash over control of the ASX-listed funds manager.

Bolton, who has in one way or another been involved in Keybridge since 2011, claimed a win from the NSW Supreme Court after a judge affirmed the decision to place the firm into administration at the start of February.

That’s despite the same judge also finding that Bolton and two of his co-directors had been booted from the board at a meeting in February he had tried to quash, with Wilson warning this vindicated him. Wilson and media personality Anthony Catalano had attempted to storm Keybridge in a February 10 meeting, but Bolton’s camp attempted to shut down the meeting warning that the company had been plunged into administration after chocolate icon Yowie called in a $4.6m loan.

On Friday, Justice Scott Nixon found appointing Lowe Lippmann Chartered Accountants partner Gideon Rathern to oversee Keybridge was not “improper”.

However, the judge also found Keybridge’s administration was likely to be wrapped up soon after Wilson Asset Management lobbed a rescue deal.

Friday’s court decision opens the door for Wilson and Catalano to complete their encirclement of Bolton, with Justice Nixon noting a term sheet had been presented by Wilson Asset Management that would result in Keybridge returning to solvency.

Entrepreneur Nicholas Bolton in South Yarra, Melbourne. Picture: David Geraghty

Justice Nixon also concluded Wilson and Catalano’s push to oust Bolton and his backers from the board on February 10 had been successful.

This has Bolton, John Patton and Richard Dukes all removed from Keybridge’s board and replaced with Wilson as well as WAM’s chief financial officer Jessie Hamilton, investment specialist Martyn McCathie, and their ally and Bolton critic Sulieman Ravell.

Despite this Bolton declared victory, noting his side had “happily won the substantive case that the administrator was validly appointed. “I expect costs to follow,” he said.

“I’ll work with the administrator to get the best outcome for the company and its creditors.”

Mr Bolton also warned that he was considering appealing the findings that had him and his backers removed from Keybridge’s board.

“Possibly we could appeal the narrow point about the adjournment, as that was incorrect, but that will depend on commercial utility,” he said.

“Right now directors have no powers as the company is under administration”

Mr Bolton also poured water on Wilson Asset Management’s proposal to resuscitate Keybridge

“The WAM restructure proposal can’t viably be implemented in its current form,” he said.

But Wilson also declared victory, noting he was “pleased to receive the court’s judgment today upholding the clear will of shareholders”.

“The fundamental right of shareholders is to vote on board composition,” he said.

“It has been disappointing to see Mr Bolton and Mr Patton make such egregious attempts to entrench their own positions for personal interests.”

The court noted that Bolton cited ChatGPT in messages to fellow director Patton, as part of their plot to exclude Catalano’s votes.

“Interestly ChatGPT says a director cant us[e] their shares to vote to change a board if the underlying purpose is to avoid prosecution by that company for misconduct,” Bolton’s message to Patton read.

“The vote would be invalid.”

Anthony Catalo has claimed a win in the fight with Nick Bolton over control of Keybridge Capital. Picture: Stuart McEvoy

Catalano’s move to swing his support Wilson’s attempt to unseat Bolton saw him lend his 10.7 per cent of Keybridge shares to WAM’s 45 per cent, putting any attempt to resist the push out of contention.

“I took the view that the interest of all shareholders would be better served with Bolton removed from the board,” Catalano told The Australian.

“I’m pleased to see that despite all the steps taken by Bolton to try and prevent the will of shareholders, that the vote to remove shareholders and reinstate new directors was validly conducted. “

Catalano had been looking for an exit from Keybridge for some time before moving to support WAM’s push to oust Bolton, with the deterioration in his relationship with Bolton tied to claims made on his regional newspaper business ACM.

Bolton had claimed Keybridge actually owned a large stake in ACM as well as a share of nearly $27m in dividends from the media operation.

“The desire to remove Bolton and other directors was a view shared by many other shareholders and we now look forward to a new chapter for Keybridge where all shareholders share the spoils, not just Bolton,” Catalano said.