Keybridge Capital’s $5.27M Loan Facility Extended as ASX Delisting Looms

Keybridge Capital Faces ASX Delisting Deadline

Keybridge Capital Limited (ASX:KBC) is confronting a looming threat of removal from the ASX official list on 24 August 2026 due to prolonged suspension and outstanding reporting obligations. The company’s securities have been suspended for over two years, triggering ASX’s policy for delisting inactive entities. Despite this, Keybridge’s current board insists it is actively addressing legacy governance and financial issues inherited from its previous management.

Bridge Funding from WAM Active Continues with Safeguards

At the heart of Keybridge’s current financial structure is a $9.3 million bridge funding facility provided by its major shareholder, WAM Active Limited. This arrangement, initially granted a waiver from ASX Listing Rule 10.1 in July 2025, allows Keybridge to secure the loan without prior shareholder approval. The company confirmed the facility remains active with an outstanding balance of $5.27 million as of 30 June 2026, and the termination date extended to 31 August 2026.

Keybridge emphasises that the security documents include strict safeguards: the security is limited to the loaned funds, must be discharged upon full repayment, and any enforcement actions involving asset acquisition by WAM Active require shareholder approval under Listing Rule 10.1. Additionally, sales to unrelated parties must be conducted on arm’s length commercial terms with proceeds distributed accordingly.

No Material Changes to Waiver Conditions Despite Delisting Risk

Responding to ASX’s concerns over the changed circumstances since the waiver was granted, Keybridge maintains that no variations or additional conditions to the waiver are necessary. The company argues that the contractual protections remain effective regardless of its listing status, and the board’s priority is to restore compliance with reporting and governance obligations.

The facility’s terms have been extended three times since July 2025, each extension maintaining the same interest rate of 9% per annum after WAM Active waived a contractual 2% uplift. Keybridge contends these extensions are neither materially advantageous to WAM Active nor disadvantageous to the company, providing vital time to recapitalise and avoid enforcement.

Steps Taken to Restore Compliance and Governance

Keybridge outlines a series of measures undertaken to stabilise its position. These include appointing independent directors, notably Andrew Moffat in March 2026, pursuing legal recovery actions for misappropriated funds including asset freezing orders in Italy and New South Wales, and realising value from its investment portfolio with repayments totalling over AUD 3 million from Foundation Life NZ.

The company is also finalising its overdue financial reports for the year ended 30 June 2025 and half-year ended 31 December 2025, with lodgement expected within weeks. An Appendix 4G corporate governance disclosure and the next annual general meeting are scheduled to follow shortly after, aiming to meet ASX’s compliance deadline before the removal date.

Uncertainty Remains Over Post-Delisting Protections

Keybridge acknowledges that if it is removed from the official list, ASX Listing Rules would no longer apply, potentially affecting the operation of shareholder approval protections embedded in the security documents. However, the company notes that as a public entity, it remains subject to the Corporations Act, which mandates shareholder approval for related party financial benefits, providing a regulatory backstop.

While the board expresses its intention to avoid delisting, the market will be watching closely whether Keybridge can deliver on its commitments to restore compliance and secure its listing status. The continued support from WAM Active and the ongoing legal and governance reforms provide some ballast, but the coming weeks will be critical.