Keybridge Capital faces administration after Yowie calls in $4.6m debt amid court fight

Shareholders met on Monday to decide the fate of Keybridge Capital after Nick Bolton’s surprise move from his seat atop the Yowie chocolate business.

Nick Bolton run-Yowie has called in a $4.6m loan to Keybridge Capital.

A court will rule on the future of Keybridge Capital after chocolate icon Yowie steered the Melbourne investment house into administration, in a dispute over manoeuvres at a Melbourne meeting.

At a late meeting on Monday, Keybridge Capital chair John Patton tried to block attempts to unseat the firm’s board by funds management veteran Geoff Wilson and media magnate Antony Catalano, warning the hearing could not go ahead.

But Mr Wilson attempted to force the meeting, allegedly reopening proceedings to pass a number of motions that would remove Keybridge Capital’s auditor, tip out directors, and block an issue of shares.

Members of Mr Bolton’s camp are understood to dispute the vote, warning the matter was earlier closed.

The issue may be settled in court on Tuesday, with the two sides set to front up in the latest of several fights over control of the ASX-listed minor that last traded in August 2024, worth just $9.74m.

Sources close to Mr Wilson’s camp, which has waged a years-long war over the fund, said they had reopened the meeting after its earlier conclusion, passing a string of resolutions in their favour to strip Mr Bolton’s side of control.

Wilson Asset Management, which has built a 45 per cent stake in Keybridge Capital, has run a nearly 10-year campaign to unseat Mr Bolton.

But members of Mr Bolton’s camp said the Wilson Asset Management putsch would not stand up to legal argument, noting Mr Patton’s manoeuvres had shut down the meeting after the ­company had been placed in ­administration.

Nick Bolton. Picture: David Geraghty

The fiery meeting in Keybridge Capital’s St Kilda Road office, in Melbourne’s inner city, saw shareholders sling abuse at Mr Patton and Mr Bolton.

Mr Catalano warned the move to tip Keybridge Capital into administration only came after he revealed he would vote alongside Mr Wilson, flipping from earlier support for Mr Bolton.

The owner of regional publisher, ACM Media, warned Mr Patton’s attempt to shut the meeting was “reprehensible”, cautioning the chair would not even be presiding if an earlier meeting on February 4 had gone ahead.

“Good luck John, you won’t be with the company much longer,” Mr Catalano said.

Mr Catalano told The Australian that despite being an early investor he had many issues with Keybridge Capital and Mr ­Bolton.

“I’ve repeatedly raised issues over failed litigation, I’ve repeatedly raised issues with the company that it doesn’t have a business plan,” he said.

“All that glitters is not gold and Nick Bolton falls into that.”

Antony Catalano . Picture: David Geraghty / The Australian

Mr Catalano said he had also raised issues over “excessive salaries” paid to Mr Bolton and Mr Patton, taking aim at their pay packets at Yowie where both occupy positions.

Mr Wilson told The Australian Wilson Asset Management had been raising concerns for some time over the actions of directors at Keybridge Capital.

“As you know, Bolton and Patton are both directors of Keybridge and Yowie, which raises even more concerns on today’s announcements,” he said.

But Mr Wilson noted the matters were before the courts and he was unable to comment.

“WAM Active is also already seeking recovery of an undocumented, unsecured $4.95m payment to Bolton in July 2024 without shareholder approval for his acquisition of a villa on Lake Como,” he said.

Yowie Chocolate.

The outcome is likely to be decided at an upcoming hearing in the NSW Supreme Court, which has already seen repeated appearances from both sides. The two sides traded blows in a November court hearing, which found Keybridge Capital was solvent after Wilson Asset management attempted to force the firm on its financial position.

In response to claims it could issue shares, Wilson Asset Management then launched a bid to block the distribution of 28.3 million shares, including 20.9 million to Mr Bolton.

Mr Wilson’s investment house recently secured a ruling from the NSW Supreme Court to block the share handout at Keybridge Capital’s February 4 shareholder meeting.

Keybridge Capital has faced a rolling series of suspensions from the ASX in recent years, with the firm failing to pay its listing fees last year.

In a market announcement on Monday Keybridge Capital revealed Yowie Group had called in a $4.6m loan on Thursday, demanding repayment by 5pm on Friday.

Keybridge Capital said the move to call in debt had been approved by Yowie’s “independent subcommittee”. The firm’s board had “unanimously” resolved to appoint Lowe Lippman partner Gideon Rathner as administrator.

Yowie, an ASX-listed Aussie chocolate icon worth just $4.58m, announced Mr Bolton as its new chief executive on May 22 last year, just one day before extending its loan to Keybridge Capital.

This came after Mr Bolton seized control of Yowie, in the latest market play from the colourful Melbourne investment character.

Originally published as Keybridge Capital faces administration after Yowie calls in $4.6m debt amid court fight