Nick Bolton fails to obtain Supreme Court orders against Geoff Wilson as Keybridge brouhaha rolls on

Geoff Wilson has lobbed four takeover bids for Keybridge in the past 12 months, with Keybridge rebuffing him each time.

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

Not even the mini-break between Christmas and the new year can stop the year-long slanging match between Sydney-based fund manager Geoff Wilson and Melbourne’s Nicholas Bolton.

Mr Bolton, the managing director of penny stock cash box Keybridge, released a statement to the ASX on Tuesday saying he was considering appealing against a NSW Supreme Court decision over 16.06 million of the company’s shares that he said Mr Wilson “improperly” transferred into his eponymous fund in March.

The court ruled against Mr Bolton and awarded costs against Keybridge — a decision that he said “creates material uncertainty in the Australian takeovers framework”.

Mr Wilson has lobbed four takeover bids for Keybridge in the past 12 months, with Keybridge rebuffing him each time. But in March, WAM announced it had a relevant interest in Keybridge of more than 50 per cent via ­acceptance into the offer, which has since been disputed.

Mr Wilson transferred 16.06 million shares — or 8.5 per cent of Keybridge’s issued capital — from 96 shareholders into Wilson Asset Management. Mr Bolton attempted to argue that Mr Wilson’s bid was void at the time.

A month later, the Takeovers Panel on April 9 ordered that WAM comply with a request from any person it acquired Keybridge shares from to reverse that transaction and that WAM could not exercise any voting rights attached to those shares. But Mr Bolton wanted the NSW Supreme Court to order that the processed shares vest in the Australian Securities & Investments Commission and the regulator appoint a stockbroker to sell the shares. He also sought an order banning Mr Wilson repurchasing the shares off-market.

But the Supreme Court ruled against both requests.

“Keybridge was not successful in its application and costs were awarded against it,” Mr Bolton said, adding that he was considering his right of appeal.

“The NSW Supreme Court decision did not accord with the decision of the two Takeover Panels and, in Keybridge’s view, creates material uncertainty in the Australian takeovers framework, such that a bidder can defer its decision whether to rely on a triggered prescribed occurrences condition until the third day after the close of a bid.

“Keybridge considers that the legislation envisages that shareholders ought to have certainty seven days prior to the close of a bid as to whether the bidder is bound to the contracts or not, for all conditions that are triggered at that time, so that the only uncertainty is whether a prescribed ­occurrence is not known at that time.”

Mr Wilson said in June that the Supreme Court action was not necessary.

“Keybridge has already failed on two previous attempts to obtain orders of this kind, with the Takeovers Panel twice refusing to make the orders Keybridge is now requesting in its third attempt with the instituted proceedings in the Supreme Court of NSW,” Mr Wilson said at the time.

Mr Bolton and Mr Wilson have been trading barbs, filing ASX ­notices often late in the week as they wrestle over the fate of Keybridge.

The two men are worlds apart. Mr Bolton made his name 11 years ago at the age of 26, pocketing $4.5m from a legal stoush over BrisConnections, which pitted him against corporate giants Macquarie Bank, Deutsche Bank and Leighton Holdings.

Meanwhile, Mr Wilson has built his reputation over four decades, with senior investment roles in Britain and the US before founding the eponymous Wilson Asset Management in 1997.