Yowie Rebuts Misleading Shareholder Notices Amid Keybridge Administration

• Yowie denies receiving director nominations from Keybridge or associated individuals
• No general meeting planned to consider board appointments
• Keybridge Capital is under external administration with director appointments under legal appeal
• Yowie is Keybridge's largest creditor, owed approximately $7 million
• Shareholders advised no action needed regarding the notices

Background on the Notices

On 30 April and 1 May 2025, a series of substantial shareholder notices were lodged with the ASX by five individuals, Geoffrey Wilson, Jesse Hamilton, Martyn McCathie, Frank Antony Catalano, and Sulieman Ravell, each claiming an association with Keybridge Capital Limited (in Administration). These notices suggested that the individuals had been nominated by Keybridge for election as directors of Yowie Group at an upcoming general meeting.

Yowie Group has promptly responded to clarify that these notices are misleading and do not reflect any current or planned corporate actions.

Yowie’s Firm Denial and Legal Context

Yowie confirmed it has not received any formal nominations or consents from Keybridge or the individuals named, nor has it received any request to convene a general meeting for board appointments. The company emphasized that appointing directors without proper consent would breach the Corporations Act.

Complicating matters, Keybridge Capital remains under external administration, with its operations controlled by an appointed Administrator. The purported directors named in the notices are themselves subject to ongoing legal challenges, with an appeal scheduled before the New South Wales Court of Appeal on 8 May 2025 to potentially set aside their appointments.

Financial and Strategic Implications

Yowie is the largest creditor of Keybridge, owed approximately $7 million, a debt currently unrecoverable given Keybridge’s financial distress. This creditor relationship raises concerns about conflicts of interest should the Administrator facilitate director appointments that might hinder Yowie’s debt recovery efforts.

Yowie has formally requested the Administrator to provide any authorizations related to the purported nominations, signaling vigilance over developments that could affect its financial interests.

Shareholder Guidance and Forward Outlook

In light of these complexities, Yowie has made clear it will not engage with the nomination intentions and reassures shareholders that no action is required on their part regarding the notices. The company remains focused on its core business of chocolate manufacturing and brand licensing, with ongoing plans to expand its footprint in North America and ANZ markets.

Investors should watch closely the outcome of the Keybridge director appeal and any future moves by the Administrator, as these could have material implications for Yowie’s financial position and governance.

Bottom Line?

Yowie’s swift rebuttal underscores the delicate balance between creditor rights and corporate governance amid Keybridge’s administration.

Questions in the middle?

• What will be the outcome of the NSW Court of Appeal regarding Keybridge’s director appointments?
• Could the Administrator’s decisions impact Yowie’s ability to recover its $7 million debt?
• Will Keybridge or its administrators pursue formal nominations or shareholder meetings affecting Yowie’s board?