Long-running conflict between Geoff Wilson and Nick Bolton’s Keybridge Capital nears end game
The long-running conflict between Geoff Wilson and Nick Bolton must be amongst the most expensive and all-consuming in Australian financial services in recent decades.
Like many wars the beginning can be hard to trace but the seemingly unending conflict between Geoff Wilson and Nick Bolton must be amongst the most expensive and all-consuming in Australian financial services in recent decades.
The recent defection of media titan Antony Catalano, formerly a backer of Bolton, has reignited the nearly 10-year-old conflict, with the fate of Keybridge Capital now in the hands of an administrator after manoeuvring tied to chocolate icon Yowie.
Catalano’s recent shift to Wilson’s camp, backing him in an attempt to unseat the board at Keybridge Capital, was swiftly followed by moves to tip the entire fund into administration.
This comes after Yowie, controlled by Bolton after Keybridge Capital muscled in on the Melbourne chocolate play, called in a $4.6m loan.
The cash, handed over by Yowie after Bolton seized control, is among a series of unusual transactions tied to the former Wesley student once feted as a wunderkind of the Melbourne investment scene.
The move to call in the cash came as a vote approached which could have seen Bolton’s backers unseated from Keybridge Capital’s board.
Wilson, the founder of Wilson Asset Management, has built a 45 per cent stake in Keybridge Capital alongside his ally, Sydney-based financial planner Sulieman Ravell.
Catalano, who made a fortune selling two real estate media businesses, controls 10.7 per cent of Keybridge Capital, after first joining its register in a bid to block Wilson’s takeover attempts.
Wilson’s circling of Keybridge Capital is in some ways a coming home story, with Wilson Asset Management having played a role in first floating its forebear Jam Development Capital.
This fund, which changed to Mariner Wealth Management in 2005 before arriving at Keybridge Capital by 2007, was one of many listed investment vehicles to feel the heat of the Global Financial Crisis.
Trading at $1.65 in December 2007, shares in Keybridge Capital were destroyed by the GFC, tumbling to just 10c by December 2009.
All the while many of the assets within the fund remained kicking, with both Bolton and Wilson looking at it as a takeover target.
It was soon after this that Bolton, who in the early 2000s played a role in the production of Rock-Horror vampire movie Queen of the Damned before pivoting to co-ordinate the visual effects on the 2002 film Scooby-Doo, took aim at Keybridge Capital.
Bolton credits himself as rescuing Keybridge Capital, unwinding a number of its positions, and leaving it flush with cash – and a takeover target.
Bolton claims it was the takeover tilt from Wilson Asset Management that first triggered the conflagration between him and Wilson.
He points to a probe by the Australian Securities & Investments Commission into aggressive purchases of its shares by Gabriel Radzyminski’s Sandon Capital, just a day before a new bid was launched, as the cause of their falling out.
But sources close to Wilson say the wealthy funds management figure has made it his mission to pursue Bolton over his Keybridge Capital and a laundry list of failed companies and pillaged investment operations.
Bolton was banned by ASIC in 2015 from running a company for three years.
Wilson has repeatedly launched litigation against Bolton in an attempt to block his various adventures or obtain control.
Bolton for his part has sought to litigate almost every single fight, waging war in court against regulators, Wilson and his former lawyers.
Well-placed commercial lawyers say Bolton was blacklisted by some firms.
Atanaskovic Hartnell principal John Atanaskovic has turned the screws on Bolton in a bid to claim $300,000 in fees after representing his Australian Style Holdings in July 2018.
Former ASIC chair – and partner at Atanaskovic Hartnell – Tony Hartnell, is still a board director at Aurora Funds Management, one of several entities captured by Keybridge Capital raids over recent years.
In December Wilson attempted to block another of Bolton’s manoeuvres, after banking millions from a raid of Magellan’s flagship ASX-traded global shares strategy.
This saw Keybridge Capital bank almost $20m from the deal, after spending almost $1.2m on 178 million options in the $2.7bn fund.
Wilson had attempted to head off Bolton’s tilt at Yowie group in 2019, which was reignited in December 2023, culminating in a takeover in May last year.
Bolton soon placed himself at the top of the chocolatier, paying himself almost $US522,600 ($825,461), alongside Keybridge Capital chair John Patton as chair.
This is despite Bolton telling others it was “insane” to pay a Yowie CEO more than $350,000 a year.
Since taking over Yowie, the company’s cash has dwindled, reporting $US3.8m in the March quarter last year and just $US269,000 in December.
Wilson has taken issue with Bolton’s Yowie pay packet, as well an undocumented deal that saw Bolton handed $4.75m to not trade shares in Magellan for two years.
Keybridge Capital also gave a $4.95m two-year loan to a company controlled by Bolton after the businessman purchased a $20m house on Italy’s Lake Como.
Ravell, a critic of Bolton, says the payments to him were inappropriate. “Whatever your view on Nick Bolton, the $5m payment is unjustifiable,” he said.
The cashing out by Bolton from the Magellan deal, as well as the allegation he funnelled money to buy the luxury house in Lake Como, is central to the breakdown with Catalano.
Wilson has also launched legal action against Bolton, saying shareholders should “stand up for their rights” and alleging serious corporate governance breaches.
The battle for control hangs over the heads of 800 or so retail shareholders of Keybridge Capital, of whom about 150 control most of the shares.
Bolton points to a disputed shareholding in Catalano’s media business ACM, owned alongside Thorney Investments and Alex Waislitz.
He claims Keybridge Capital is entitled to almost $4.5m in cash and $18.4m in shares in Catalano’s regional media empire, after handing over $5m in Keybrige Capital money in 2019 to Nine as part of the deal to pick up the business.
But Catalano counters this, saying Bolton had been invited to participate in the deal personally, not through Keybridge Capital, and that no shares in ACM were ever placed in a shared trust, 20 Cashews, and the $5m was returned a year later.
“Keybridge does not own and has never owned a stake in 20 Cashews, and as the evidence as shown from his own statement to the ASX of 27 July (2020) and in his own words, the deal is at an end,” Catalano said.
“Let’s not confuse the monumental mess that he’s created at Keybridge and the lack of support he has with shareholders with any other reason to remove him.” The friendship between Catalano and Bolton, once so close that Bolton set up his own coffee machine in Catalano’s luxury Byron Bay hotel, is at its end.
The pair last spoke on Sunday, as Bolton prepared to tip the business into administration after Yowie’s loan came due.
The latest fight, with Wilson pledging to attempt to unseat Lowe Lippman administrator Gideon Rathner, may prove the last offensive in the war.
“I would be very happy doing other things if I could be assured Keybridge shareholders would get full value for its assets,” Bolton said.
“Right now, we have minority shareholders intent on destroying value for reasons of self interest. The law doesn’t permit that, so let’s see what happens.“
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Originally published as Long-running conflict between Geoff Wilson and Nick Bolton’s Keybridge Capital nears end game
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