The Takeovers Panel has declined to investigate Keybridge Capital’s applications alleging shareholder associations and takeover law breaches, clearing the way for an upcoming board replacement vote.
- Takeovers Panel declines to conduct proceedings on Keybridge Capital applications
- Insufficient evidence of association among Keybridge, WAM, Ravell, and Glennon entities
- No likely contravention of section 606 found regarding share acquisitions
- Overlap with ongoing Supreme Court litigation influenced Panel’s decision
- Upcoming Keybridge shareholder meeting to consider board replacement resolutions
Background to the Dispute
Keybridge Capital Limited (ASX: KBC) recently sought intervention from the Australian Takeovers Panel concerning alleged associations and potential breaches of section 606 of the Corporations Act. These allegations arose in the lead-up to a requisitioned extraordinary general meeting (EGM) where shareholders are set to vote on resolutions to replace the Keybridge board.
The applications also involved Benjamin Hornigold Ltd (ASX: BHD) and several associated parties, including WAM Active Limited (ASX: WAA), Mr Geoff Wilson, Mr Sulieman Ravell, and Mr Michael Glennon. The core contention was whether these parties were acting in concert, potentially triggering takeover law contraventions.
Panel’s Reasoning and Decision
After reviewing the evidence, the Panel found insufficient proof of an association between the named parties beyond a previously disclosed relationship between Ravell and WAM. This disclosure had already accounted for their combined voting power in BHD, diminishing the likelihood of undisclosed control or coordination.
Even if associations existed, the Panel judged it improbable that these would amount to an acquisition of shares in breach of section 606. In addition, the Panel noted that the matters raised substantially overlapped with ongoing proceedings before the Supreme Court of New South Wales, which are part of a broader dispute involving WAM and Keybridge.
Given these factors, the Panel concluded there was no reasonable prospect of declaring unacceptable circumstances and thus declined to conduct proceedings.
Implications for Keybridge and Shareholders
This decision removes a significant regulatory hurdle for Keybridge as it approaches its EGM, where shareholders will consider potentially transformative board changes. The rejection of the applications may be interpreted as a procedural win for Keybridge’s current management or those supporting the board replacement, depending on one’s perspective.
However, the ongoing Supreme Court litigation remains a wildcard that could influence future developments. Investors should monitor these parallel legal proceedings closely, as their outcomes may have material consequences for corporate governance and control within Keybridge and related entities.
Looking Ahead
The Takeovers Panel has committed to publishing detailed reasons for its decision, which will provide further clarity on its assessment. Meanwhile, the market will be watching the upcoming EGM and any subsequent announcements from Keybridge and its associates.
As the broader dispute unfolds, the interplay between regulatory decisions and court rulings will be critical in shaping the investment landscape for these financial services companies.
Bottom Line?
With the Takeovers Panel stepping back, all eyes turn to the Keybridge shareholder vote and ongoing court battles.
Questions in the middle?
- How will the Supreme Court proceedings impact Keybridge’s governance and shareholder dynamics?
- Could new evidence emerge that alters the current understanding of associations among the parties?
- What strategic moves might WAM, Ravell, or Glennon entities pursue following this regulatory setback?