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KEYBRIDGE CAPITAL LIMITED (KBC)

Suspended from ASX

Former (or subsequent) names

Shareholder links

Our website ranking of KBC: rating 5
(5 out of 5)
COMPANY WEBSITE:

 

REGISTRY:

Advanced Share Registry Services, 110 Stirling Hwy, Nedlands WA 6009

Tel : +61 8 9389 8033
Fax : +61 8 9262 3723
RegistryWebsite RegistryEmail

Company details

ISIN: AU000000KBC6
Address: Level 2 23 Ventnor Avenue West Perth, Western Australia 6005
Tel:  (08) 9214 9767 Fax: +61 8 9214 9701

Date first listed: 23/12/1999
Company Secretary: John Patton
Sector: Diversified Financials Industry Group: XFJ
Activities: Equity and debt investments in structured finance transactions focusing on property, infrastructure, fixed income and leasing

The company releases an update on its Dividend/Distribution - KBCPA.

16/09/2020

The company releases a notice of Dividend/Distribution - KBCPA.

14/09/2020

The Panel has received an application dated 11 September 2020 from WAM Active Limited in relation to the affairs of Keybridge Capital Limited. WAM Active seeks final orders including supplementary disclosure and a divestment order in respect of all Keybridge shares acquired by Aurora since 31 July 2020.

14/09/2020

WAM Active sought a variation of the orders to establish a clear process to enable it to give effect to the reversal requests it receives. The Panel has varied the orders to clarify the process that must be followed to give effect to the reversal right granted under the orders. The variation does not otherwise change the substance of the orders.

08/09/2020

The company makes a correction to its Appendix 2A.

08/09/2020

The company lodges its Preliminary Final Report.

01/09/2020

WAM Active gives notice that it varies its Offer so that the Offer Period is extended and will now close at 7.00pm (Sydney time) on Tuesday 15 September 2020.

01/09/2020

Keybridge releases a copy of its bidder's statement. It has used 7 pm on 17 August 2020 as the time and date for determining the persons to whom the bidder's statement is being sent. The offer is 0.16 Keybridge shares for every RNY Property Trust Unit. The offer expires on 30 September 2020 unless extended.

31/08/2020

The company releases a notice of Proposed issue of Securities - KBC.

19/08/2020

KBC releases its bidder's statement in relation to the off-market scrip takeover bid for the RNY Property Trust. The offer is 0.16 Keybridge shares for every RNY Property Trust unit.

17/08/2020

The company releases an Appendix 2A.

12/08/2020

The company issues a response to ASX Query Letter.

12/08/2020

In relation to the decision to decline to make a declaration in Keybridge Capital Limited 13 - the Panel considered (among other things) that if Keybridge was of the view that more disclosure was necessary to assist "˜Processed Shareholders', Keybridge could disclose such information itself in a supplementary target's statement. The Panel considered that it is not against the public interest to decline to make a declaration of unacceptable circumstances. As a result of the Panel's decision, its interim order dated 30 July 2020 ceases to have effect.

10/08/2020

The company releases a target statement in response to the WAM Active Offer. The directors recommend shareholders to WAIT AND SEE how circumstances develop over the offer period before determining their course of action. The offer period does not close until 1 September 2020 and may be extended. WAM Active are presently prohibited from processing acceptances by interim orders of the Takeovers Panel.

05/08/2020

CRPN Noteholder elections have been accepted and are being processed as follows: 4,861,932 CRPN have been redeemed with noteholders to receive $1.00 per note plus accrued interest. 513,800 CRPN converted to 7,457,165 Keybridge ordinary shares and will receive accrued interest in cash. Shares converted at the rate of 6.89c per ordinary share. 169,022 CRPN extended their maturity to 31 July 2021 and accrued interest are to be paid in accordance with their terms on 20 September 2020. 57,302 CRPN remain in a pending status subject to the perfection of their elections. A further update will be made in relation to these shortly.

04/08/2020

In order to maintain the status quo, the Panel has ordered that (in the absence of Panel consent) WAM Active Limited must not take any steps to process acceptances received under its bid (including in relation to the acceptance facility referred to in WAM Active's Replacement Bidder's Statement). The interim orders have effect until the earliest of further order of the Panel, determination of the proceedings or 2 months from the date of the interim orders

31/07/2020

The $5 million in relation to the incomplete transaction referred to in the company's 29 June 2020 announcement was received by the company on 24 June 2020.

27/07/2020

Keybridge seeks interim orders preventing WAM Active from processing any acceptances under its offer and staying the operation of the acceptance facility relief. WAM Active has undertaken not to process any further acceptances before Friday, 31 July 2020. Keybridge seeks final orders setting aside ASIC's decision to provide the acceptance facility relief, setting aside ASIC's decision to extend the timeframe for dispatch of WAM Active's replacement bidder's statement and remitting that matter for reconsideration by ASIC and requiring corrective disclosure in relation to the replacement bidder's statement.

27/07/2020

WAM Active is opposing the grant of a relief sought by KBC in the proceedings that relate to 16,057,929 ordinary shares in KBC. By interlocutory process filed in the proceedings commenced by KBC on 16 July 2020, WAM Active is seeking its own orders and declarations to the effect that WAM Active's bid dated 3 January 2020: did not close subject to defeating conditions; that the processing of acceptances of the Processed Shares did not breach section 650G of the Corporations Act; and that the transfer of the Processed Shares was valid and effective such that the Processed Shares were validly registered in WAM Active's name. The development in the proceedings does not change the options available to the former holders of the processed shares.

24/07/2020

WAM Active commenced and completed dispatch of the Replacement Bidder's Statement containing the offer dated 21 July 2020 to each person registered as a holder of fully paid ordinary shares in KBC and also to each person registered as a holder of convertible redeemable promissory notes in KBC as at 7.00pm (Sydney time) on 29 April 2020 being the date set by WAM Active.

21/07/2020

A copy of WAM Active's replacement bidder's statement has been lodged with ASIC today and sent to Keybridge Capital.

06/07/2020

WAM Active releases its supplementary bidder's statement for its takeover bid for Keybridge Capital.

06/07/2020

KBC has offered CPRN noteholders the right to extend their notes by 12 months and an extension of time to elect to covert to ordinary equity. By 5pm, 24 July 2020, noteholders will be able to elect to extend their CRPN notes on the same terms for 12 months to 31 July 2021. Noteholders have also received an extension of time to 5pm, 24 July 2020 to elect to convert their CRPN into KBC Ordinary Shares pursuant to CRPN Terms of Issue.

06/07/2020

ASIC granted WAM Active Limited the in-principle relief it required for it to proceed with its takeover offer for KBC. ASIC also granted WAM Active conditional relief from the requirement for a bidder to make offers within 2 months of announcing a takeover proposal, which would have allowed WAM Active until 7 July 2020 to make offers. WAM Active could not make offers by this date.

06/07/2020

Huntley Management Limited, as responsible entity for RNY Property Trust, acknowledges the recent announcement made by Keybridge Capital Limited whereby it intends to make an all scrip takeover bid for 100% of the units in RNY. Huntley awaits receipt and review of Keybridge's Bidder's Statement before providing further comments in relation to the bid.

02/07/2020

KBC intends to make an all scrip takeover bid for 100% of the units in RNY Property Trust. RNY unitholders will be able to accept for all or only some of their RNY units. Keybridge is offering 0.16 KBC shares for each 1 RNY Unit on issue.

29/06/2020

Shortly after the closure of the ADIT bid, Aurora processed and paid for all of the acceptances received, except for those of Bentley Capital Limited and Scarborough Equities as a consequence of the Interim Orders made by the Takeovers Panel. Whilst Aurora was also ready, willing and able to process and pay for the Bentley/Scarborough acceptances, the Takeovers Panel decision in Keybridge 08R, 09R & 10R allowed Bentley/Scarborough to withdraw from the ADIT bid. Bentley/Scarborough requested that its acceptance into the ADIT cash bid of 7.0 cents per share for Keybridge, be withdrawn, so that Bentley/Scarborough could accept into a lower bid at 6.9 cents per share. ADIT did not draw on the Funding Arrangements with HHY and AFARF to pay for the acceptances received bid under the ADIT bid.

29/06/2020

Keybridge has received notice from the trustee of the Australian Media Unit Trust that the other shareholders in the investment syndicate that acquired Australian Community Media from Nine Entertainment Co. on 30 June 2020, have determined that they will not consent to the vesting of shares to the Australian Media Unit Trust to satisfy Keybridge's investment. Mr Catalano, as sole director of the trustee has confirmed that Keybridge's $5 million cash investment will be returned to it no later than 25 July 2020.

29/06/2020

The Takeovers Panel has provided a reversal right for those shareholders with processed shares to obtain their shares back from WAM Active at any time now or in the future. It has not placed any time limit on the affected shareholders exercising that right. It is disingenuous for WAM Active to infer that the corrective steps taken by Keybridge are unnecessary and out of step with the orders of both Takeovers Panel proceedings.

29/06/2020

Keybridge has called a shareholder meeting, to be held on 24 June 2020, for the replacement of the majority of the Yowie Board with resolutions seeking to appoint Nicholas Bolton and John Patton as Keybridge's representative directors. Despite being the company's largest shareholder, the Yowie board has resisted Keybridge having representation proportional to its shareholding. Yowie have, separately, called a meeting on the same day, seeking to return 4 cents per share to shareholders as a capital return. Keybridge supports this initiative and intends to vote in favour of the resolution.

22/06/2020

The company lodges an Appendix 3F - Final Buy-Back Notice for KBCPA - CRP Notes and for KBC.

16/06/2020

Bentley notes that Aurora Funds Management Limited as Responsible Entity of ADIT has not yet filed a Notice of Change in Interests of Substantial Holder in Keybridge to reflect a decrease in their relevant interest/voting power in Keybridge as a consequence of Bentley's withdrawal of its inadvertent acceptance into the ADIT takeover bid. Bentley confirms the following matters: Aurora has no claim to Bentley and Scarborough Equities Pty Ltd's aggregate 31.7 million shares in Keybridge. Bentley/Scarborough have successfully withdrawn their acceptances from the ADIT bid and any "˜contract' arising on Bentley/Scarborough's inadvertent acceptance into the ADIT bid (which is denied) has now ceased to exist. Aurora has no relevant interest or voting power in respect of Bentley/Scarborough's Keybridge shares. Bentley awaits receipt of WAM's despatched bidder's statement so that it can determine its position in relation to such offer.

16/06/2020

The company releases a notice of Dividend/Distribution - KBCPA.

11/06/2020

WAM Active has been named as a defendant in the proceedings in the Supreme Court of NSW relating to the matters in the recent takeovers panel proceedings. WAM Active is seeking appropriate advice and will respond to the allegations by KBC in due course. WAM Active intends to seek cost orders against KBC in relation to the proceedings. In relation to the ACM proposed transaction, WAM Active urges former KBC shareholders to TAKE NO ACTION at this point in time. WAM Active refers to its unconditional all cash Offer of 6.9 cents per share contained in its bidder's statement. ASIC extended the deadline for dispatching the bidder's statement. The unconditional all cash Offer of 6.9 cents per share provides all KBC shareholders the opportunity to receive all cash for their KBC shares on the same terms as the previous offer. The Offer also ensures that KBC shareholders who had previously accepted the WAM Active takeover offer are not disadvantaged. KBC shareholders who accept the unconditional all cash Offer will be paid within seven (7) days of accepting.

05/06/2020

Bentley advises that Bentley (and wholly owned subsidiary, Scarborough Equities Pty Ltd) are the legal and beneficial owners of a total of 31.7 million Keybridge shares. To the extent that there was any "˜contract' between Bentley/Scarborough and ADIT arising on Bentley/Scarborough's inadvertent acceptance into the ADIT bid (which is denied), this "˜contract' has now ceased to exist upon Bentley/Scarborough's withdrawal of their acceptance from the ADIT bid. Aurora/ADIT has no power over, or interest in, Bentley/Scarborough's Keybridge shares. Aurora/ADIT has no beneficial or equitable interest in Bentley/Scarborough's Keybridge shares.

04/06/2020

KBC sent a letter of response to ASX's query letter dated 18 May 2020. ASX's enquiries into KBC are ongoing. In the circumstances, ASX considers it appropriate that trading in KBC's securities remains suspended until further notice.

02/06/2020

On or about 28 June 2019, the Company subscribed for $5 million of units in the Australian Media Holdings Unit Trust. The Kirant Regional Media Investments Pty Ltd, as trustee of the Unit Trust, completed the acquisition of a 16.67% interest in Australian Community Media in consideration of payment of $5 million to the vendor of the business. The Trustee advised that the vesting of the shares in satisfaction for the money forwarded is dependent on the consent/agreement of the other shareholders of the Investee Company. The Company is seeking to find a mutually acceptable position with the shareholders of the Investee Company.

02/06/2020

On 1 June 2020, Keybridge commenced proceedings against WAM Active in the Supreme Court of NSW for matters pertaining to the improper transfer by WAM Active of 16,057,929 Keybridge shares from 96 different shareholders into WAM Active's own name on 6 March 2020. To resolve the issue, Keybridge is seeking that these Processed Shares be vested with ASIC for sale and that WAM Active pay Keybridge's costs associated with the matter.

02/06/2020

Entities associated with Mr Antony Catalano, a Keybridge Director, intend to make an off-market offer to those 96 shareholders (16,057,929 shares) who were adversely impacted by WAM Active's actions, paying 7.0 cents cash per share. The Offer represents a premium to the 6.9 cents per share those shareholders were attempting to achieve by selling into WAM Active's last takeover bid, which closed with all acceptances being declared void, and may provide certainty to those impacted. Acceptances are open until 31 July 2020. Keybridge provides no recommendation in relation to this latest Offer and notes that the Offer is NOT open to ALL shareholders.

02/06/2020

The Panel has consented to a request from Bentley Capital Limited and Scarborough Equities Pty Ltd to withdraw their application to the Panel dated 16 March 2020 in relation to the affairs of Keybridge Capital Limited.

01/06/2020

The review Panel has affirmed the decision of the initial Panel to make a declaration of unacceptable circumstances in Keybridge Capital Limited 04, 05 & 06. As a result of the review Panel's decision to affirm the initial Panel's declaration and orders, the Acting President's interim orders cease to have effect.

20/05/2020

The Panel has in effect refreshed interim orders made by the Acting President on 13 March 2020. The orders state that Aurora Funds Management Limited as responsible entity for the Aurora Dividend Income Trust must not take any steps, or allow any steps to be taken, to process any acceptances or transfers received from Bentley or Scarborough in relation to ADIT's bid for Keybridge.

14/05/2020

The company lodges its Half Year Report - 31 December 2019 Audit Reviewed.

08/05/2020

WAM Active releases a notice of intention to remove and appoint directors to KBC.

06/05/2020

WAM Active has again announced an intention to bid for Keybridge at 6.9c cash per share. This is the fourth takeover proposal received from WAM Active in the past 10 months, the third at the same price. On 28 April 2020, WAM Active announced its most recent intention to make an unconditional cash bid at 6.9c. Keybridge recommends shareholders take NO ACTION in relation to the most recent bid from WAM Active until further disclosure is made by Keybridge in its Target Statement response.

29/04/2020

WAM Active releases its bidder's statement for the off-market takeover bid for KBC.

28/04/2020

The company releases its General Meeting Voting Results.

17/04/2020

The Panel has received two applications seeking a review of the Panel's decision to make orders in relation to the affairs of Keybridge Capital Limited.

16/04/2020

The Panel made a declaration of unacceptable circumstances on 7 April 2020 in relation to the affairs of Keybridge Capital Limited. The Panel has made final orders , including that (in effect): WAM Active Limited cannot exercise any voting rights that attach to any shares WAM Active acquired through processing acceptances above what it could have otherwise acquired under its "˜creep' capacity. WAM Active must comply with a request from any person whose Keybridge shares were acquired by WAM Active (through processing acceptances) for that transaction to be reversed. This order ceases to apply if a Court makes orders or a declaration that are inconsistent with the order. All unprocessed acceptances into WAM Active's bid are cancelled. Any person that has accepted into the bid made by Aurora Funds Management Limited as responsible entity for Aurora Dividend Income Trust has the right for a period of time to withdraw that acceptance.

09/04/2020

Due to the COVID-19 pandemic, the location of the upcoming Shareholder Meeting on 17 April 2020 has been changed, as the offices of Baker & McKenzie in Sydney (which was to host the meeting) will be closed. As a consequence, the meeting location has been moved to the Rooftop meeting room on Level 7, 370 St Kilda Road, Melbourne, Victoria, 3004. Keybridge will be observing social distancing rules, so only two people will be allowed in the meeting room. Accordingly, dial in details will be provided to any shareholder that requests dial in details from the company.

09/04/2020

The Panel has made a declaration of unacceptable circumstances in relation to applications dated 18 February 2020 and 28 February 2020 by WAM Active Limited and dated 12 March 2020 by Keybridge Capital Limited, in each case in relation to the affairs of Keybridge.

07/04/2020

Aurora Funds Management Limited, in its capacity as responsible entity of the Aurora Dividend Income Trust, advises that the offers made by ADIT under its off-market takeover bid for the ordinary shares in Keybridge Capital Limited closed on Monday, 6 April 2020 pursuant to the terms of those offers. ADIT received acceptances of 21.20% of the ordinary shares in Keybridge. Bentley Capital Limited, who accepted the ADIT offer, has made an application to the Takeovers Panel seeking to have its acceptance reversed.

07/04/2020

Aurora Funds Management Limited as responsible entity for the Aurora Dividend Income Trust releases a second supplementary bidder's statmeent in relation to the cash offer to acquire the fully paid ordinary shares in Keybridge Capital Limited.

30/03/2020

Aurora Funds Management Limited as responsible entity for Aurora Dividend Income Trust releases a notice of status of defeating conditions.

27/03/2020

On 24 March 2020, Aurora announced that ADIT had freed its bid of all defeating conditions, including the Withdrawal Condition. As such, ADIT's Offer is now 7.0 cents per KBC ordinary share.

27/03/2020

The company issues a Target's Statement response to Aurora Dividend Income Trust Bid. Each Director adopts a different approach in relation to his recommendation regarding the ADIT Offer. Shareholders may wish to WAIT AND SEE, ACCEPT or REJECT depending on their perspectives.

26/03/2020

Keybridge Capital Limited has today formally requested the Board of Molopo Energy Limited under s249D of the Corporations Act 2001 to call a general meeting of Molopo shareholders to consider a resolution to remove William Johnson as a Molopo director. Keybridge generally supports the approach of the Molopo Board to the conduct of Molopo's activities. However, Keybridge does not believe that Mr Johnson adds to the capabilities of the Molopo Board or that he represents Keybridge's current approach to Molopo's issues.

25/03/2020

ADIT's Supplementary Bidders Statement, dated 5 March 2020, detailed its improved cash consideration of 7.0 cents for each fully paid ordinary share, which which was subject to Keybridge shareholders being granted the ability to withdraw their acceptances from the WAM Active bid. On 13 March 2020, Aurora announced that ADIT had freed its bid of all defeating conditions which included the Withdrawal Condition. As such, ADIT's takeover bid for KBC is 7.0 cents per share.

24/03/2020

The Panel has received an application from Bentley Capital Limited and Scarborough Equities Pty Ltd in relation to the affairs of Keybridge Capital Limited. The applicants submit, among other things, that the acquisition of control or potential control of Keybridge is not taking place in an efficient, competitive and informed market because the Disputed Acceptances were made other than in accordance with the intentions of their beneficial owner. The applicants seek interim orders including that ADIT must not take any steps, or allow any steps to be taken, to process any acceptances received under, or any transfers in relation to, ADIT's bid. The Acting President made interim orders relating to the subject matter of this application on 13 March 2020. The applicants seek final orders including: to the effect that the Disputed acceptances are reversed and any contracts between the applicants and ADIT arising as a result of the Disputed Acceptances be cancelled; and that any acceptances received to date under ADIT's bid be cancelled.

17/03/2020

Notice is hereby given that a General Meeting of shareholders of Keybridge Capital Limited will be held at Tower One "“ International Towers Sydney, Level 46, 100 Barangaroo Avenue, Sydney NSW 2000 on Friday, 17 April 2020 commencing at 2.30 pm AEST.

16/03/2020

In order to maintain the status quo, the Acting President of the Panel has ordered that Aurora Funds Management Limited as responsible entity for the Aurora Dividend Income Trust must not take any steps, or allow any steps to be taken, to process any acceptances or transfers received from Bentley Capital Limited or Scarborough Equities Pty Limited in relation to ADIT's bid for Keybridge. ADIT offered to provide an undertaking but for process and technical reasons the Acting President made the interim orders. The interim orders have effect until the earliest of further order of the Acting President or the Panel, determination of the proceedings or 2 months from the date of the interim orders.

13/03/2020

ADIT declares bid for KBC free from defeating conditions.

13/03/2020

Aurora Funds Management Limited lodged a Notice of Initial Substantial Holder in Keybridge disclosing that Keybridge shareholders holding 31,700,000 shares had accepted into ADIT's off market bid in Keybridge. Bentley has ascertained that its Broker made an administrative error in the process of accepting into the WAA Offer via CHESS and had inadvertently accepted into the ADIT Offer. The Broker has advised Bentley that is it seeking to correct this administrative error via CHESS. The actions of Aurora in lodging the ADIT Substantial Shareholder Notice are highly inappropriate, patently incorrect and misleading and deceptive to the market as Aurora were fully aware that Bentley had accepted into the WAA Offer for the whole of its shareholding in Keybridge.

12/03/2020

The Panel has received an application from Keybridge Capital Limited in relation to its affairs. Keybridge is the subject of competing takeover bids from WAM Active Limited and Aurora Funds Management Limited as responsible entity for the Aurora Dividend Income Trust. Keybridge seeks final orders including: declaring that WAM Active has not properly freed its bid from a defeating condition for the purpose of section 650F; declaring that Keybridge shareholders who accepted the WAM Active bid on or after 25 February 2020 have their acceptances cancelled (and any processing and transfers which have occurred to date be reversed); entitling Keybridge shareholders who accepted the WAM Active bid before 25 February 2020 be provided with at least one month's notice of withdrawal rights, or alternatively that such acceptances should be cancelled; and requiring WAM Active to release an announcement in such form as the Panel determines correcting any misleading statements made by it in relation to the status of its bid.

12/03/2020

The Acting President of the Panel has made interim orders in response to an application for interim orders dated 10 March 2020 by Keybridge Capital Limited in relation to its affairs. In order to maintain the status quo, the Acting President of the Panel has ordered that WAM Active must not take any steps, or allow any steps to be taken, to process any acceptances received under, or any transfers in relation to, WAM Active's bid for Keybridge. The interim orders have effect until the earliest of further order of the Acting President or the Panel, determination of the proceedings or 2 months from the date of the interim orders.

11/03/2020

Aurora Funds Management Limited. as responsible entity for the Aurora Dividend Income Trust, gives notice that on 6 March 2020, it dispatched its Bidder's Statement dated 7 February 2020 and Supplementary Bidder's Statement dated 5 March 2020 in relation to its takeover bid for all of the ordinary shares in Keybridge Capital Limited. The Bid is open for acceptance and ADIT encourages Keybridge shareholders to accept the Bid as soon as possible, noting however that the Bid currently remains conditional. The Bid is currently scheduled to close at 7.00pm (AEST) on 6 April 2020, unless extended or withdrawn.

10/03/2020

The company releases an updated Bidders Statement by Aurora Funds Management Limited as responsible entity for the Aurora Dividend Income Trust.

09/03/2020

The company releases a notification of Dividend/Distribution - KBCPA.

06/03/2020

A Supplementary Bidders Statement in relation to the cash offer to acquire all of your fully paid ordinary shares in Keybridge Capital Limited by Aurora Funds Management Limited as responsible entity for the Aurora Dividend Income Trust is released.

05/03/2020

Aurora Funds Management Limited, as responsible entity for the Aurora Dividend Income Trust, proposes, if certain conditions are satisfied, to vary its off-market takeover bid for the fully paid ordinary shares in Keybridge Capital Limited by increasing the cash consideration offered from 6.6 cents to 7.0 cents for each fully paid ordinary share. ADIT's Initial Bid is 6.6 cents cash per KBC share. However, ADIT will increase its bid to 7.0 cents cash per KBC share on the condition that Target shareholders are able to withdraw their acceptances from the WAM Active takeover offer dated 3 January 2020. All other conditions in the Initial Bid, as announced on 8 January 2020, remain the same.

03/03/2020

Keybridge notes a disclosure made on 2 March 2020 by WAM Active that it purports to hold a relevant interest of 50.06% in Keybridge as a result of acceptances it says it has received under the WAM Active Bid. It would appear that WAM Active have failed to include in the denominator shares issued under the Executive Share Plan as noted in the Company's Target's Statement dated 17 January 2020.

03/03/2020

Bentley confirms that it has lodged acceptances in respect of all of its 31,700,000 Keybridge shares into the WAA 6.9c Offer. Upon the sale of Bentley's investment in Keybridge in consideration of 6.9 cents per share under the WAA 6.9c Offer, Bentley will realise cash proceeds of $2.187 million and reverse the half year unrealised loss on investment of $0.266 million "“ thus improving its net asset position by $0.266 million (or approximately 0.35 cent per share).

03/03/2020

WAM's of-market takeover bid for KBC is now unconditional. The closing date of the offer has been extended to 7.00pm (Sydney time) 3 April 2020. WAM expects to pay the offer consideration to those Keybridge shareholders who have already accepted the offer on or around 6 March 2020. If WAM Active receives valid acceptance forms by 4.00pm (Sydney time) on each Thursday during the extended offer period, it intends to pay the offer consideration for those acceptances on the following day.

02/03/2020

WAM Active Limited gives notice in relation to the offer dated 3 January 2020 to acquire all of the ordinary shares in KBC on the terms set out in the bidder's statement dated 13 December 2019. WAA gives notice that: the offer is free of the condition set out in section 10.7(c) of the bidder's statement; and as at the date of the notice, WAA's voting power in KBC is approximately 50.06%. The offer is now unconditional.

02/03/2020

The Panel has received an application from WAM Active Limited in relation to the affairs of Keybridge Capital Limited. WAM Active submits, among other things, that: the terms and timing of the placement (among other things) are evidence of Mr Catalano acting in concert with Mr Nicholas Bolton and Aurora Funds Management Limited in respect of the control of Keybridge and the supplementary target's statement includes misleading and deceptive statements with respect to the WAM Active bid. WAM Active seeks an interim order permitting WAM Active to extend its bid for the duration of the Panel proceedings without withdrawal rights.

28/02/2020

WAM Active gives notice that: the offer remains subject to the condition in section 10.7(c) but has been freed of all other conditions set out in section 10.7 of the Bidder's Statement; as far as WAM Active is aware, the No Prescribed Occurrences condition has not been fulfilled; and as at the date of this notice, WAM Active's voting power in Keybridge is 21.88%.

25/02/2020

Aurora Funds Management, as reponsible entity for the Aurora Dividend Income Trust, is considering the implications of the WAM Active announcement in relation to the increase in WAM Active's bid to 6.9 cents per share.

25/02/2020

The company's securities remain suspended.

24/02/2020

The offer price under WAM Active's off-market takeover bid for KBC has been increased from 6.5 cents to 6.9 cents cash per Keybridge share. WAM Active has also elected to waive the majority of the defeating conditions set out in section 10.7 of the bidder's statement dated 13 December 2019. WAM Active's offer is now only subject to the No Prescribed Occurrences' condition set out in section 10.7(c) of the bidder's statement. The offer is currently scheduled to close at 7.00pm (Sydney time) on 3 March 2020.

24/02/2020

The company releases a Supplementary Target's Statement.

19/02/2020

The Panel has received an application from WAM Active Limited in relation to the affairs of Keybridge Capital Limited. WAM Active seeks interim orders including an interim order prohibiting Keybridge from issuing any new shares or otherwise taking any action to alter its issued capital for the duration of the WAM Active bid.

18/02/2020

The company releases an Appendix 2A Application for Quotation of Securities.

17/02/2020

Keybridge has agreed to place 22,000,000 ordinary shares to sophisticated investors at an issue price of 6.9c per share, raising $1.518 million. The shares will be issued upon receipt of funds, no earlier than 17 February 2020. No shareholder approval is required. The company intends to apply the funds towards repayment of the outstanding CRPN early redemption requests, of which, approximately $2.5m currently remains outstanding. Keybridge obtained a waiver of Listing Rule 7.9 from ASX to facilitate a placement during the 6.5c WAM Active Bid. Approval from ADIT for the placmeent was successfully obtained. The board considered a placement at 6.9c to be in the best interests of the company, taking into account that it is less dilutionary to shareholders than a CRPN conversion and in circumstances where it is value accretive to the company's last published NTA.

12/02/2020

The offer under WAM Active's off market takeover bid for Keybridge Capital Limited is further extended so that the closing date for Keybridge shareholders to accept WAM Active's offer under the bid is 7.00pm (Sydney time) on 3 March 2020 (unless otherwise extended or withdrawn).

10/02/2020

Aurora Funds Management Limited had intended to make a conditional off-market takeover bid for all of the fully paid ordinary shares in Keybridge Capital Limited for a consideration of 6.6 cents per ordinary share. Aurora confirms that its Bidder's Statement has been lodged with ASIC and served on Keybridge today. Aurora also notifies ASX that it has set the "Register Date" as 10 February 2020.

07/02/2020

The offer under WAM Active's off market takeover bid for KBC is extended so that the closing date for KBC shareholders to accept WAM Active's offer under the bid is 7.00pm (Sydney time) on 17 February 2020.

24/01/2020

Keybridge has determined to redeem 2,000,000 of the outstanding early redemption CRPN requests for cash plus accrued interest to date. This reduces the outstanding early redemption CRPN requests to 2,517,153 notes. This redemption payment will be allocated proportionally over the two remaining redeemers, which satisfies 44.3% of their requests.

22/01/2020

The company releases the results of its 2019 Annual General Meeting.

21/01/2020

The company has received a request from HSBC on behalf of the WAM group of shareholders that it wished to withdraw its early redemption request pertaining to 1,835,111 CRPN. The Keybridge Board has now considered this request and resolved to accept the withdrawal request and accordingly the outstanding early CRPN redemption reduces to 4,517,153 notes.

21/01/2020

A target's statement has been issued in response to the off-market takeover bid made by WAM Active for all the ordinary shares in KBC. THe majority of the directors recommend that shareholders REJECT the WAM Active offer. There is a higher and less conditional offer available to shareholders, and shareholders would be generally unable to accept this higher offer if they accept the WAM Active bid.

20/01/2020

Keybridge considers that Keybridge shareholders need to know whether Bentley is currently precluded by ASX LR 10.1 from accepting the WAM Active takeover bid, since it will affect the likelihood of the minimum acceptance condition of the WAM Active takeover bid being satisfied. Bentley should confirm to Keybridge and its shareholders whether definitive ASX advice has been obtained that Bentley is able to accept the WAM Active takeover bid without shareholder approval. Keybridge notes that WAM Active's bidder's statement, which was recently released to Keybridge shareholders, does not contain a defeating condition requiring the obtaining of such approval by Bentley or disclose the obtaining of a definitive ruling or relief from ASX on this subject.

10/01/2020

The company has received notice of an intention to make an off-market cash takeover bid, at 6.6c per share, from Aurora Dividend Income Trust. Keybridge is presently considering this notice in conjunction with the previous cash bid for its shares made by WAM Active at 6.5c per share.

08/01/2020

KBC notes the release of the bidder's statement by WAM Active. Keybridge urges shareholders to take no action until they review the target statement response by Keybridge. It is anticipated that the target ttatement will be released on Friday, 17th of January 2020.

06/01/2020

WAM Active gives notice that it has today dispatched its bidder's statement dated 13 December 2019 in relation to its takeover bid for all of the ordinary shares in KBC. WAM Active encourages KBC shareholders to accept the offer as soon as possible, noting however that the offer currently remains conditional. The offer is dated 3 January 2020 and is currently scheduled to close at 7.00pm (AEDT) on 3 February 2020, unless extended or withdrawn.

03/01/2020

The Panel has declined to conduct proceedings on an application dated 5 December 2019 from Mr John Patton in relation to the affairs of Keybridge Capital Limited. The application concerned (among other things) an allegation of a possible contravention of section 631 in relation to a proposed bid by WAM Active Limited and an allegation of association between WAA and related entities and Bentley Capital Limited in relation to the composition of the Keybridge board and the WAA proposed bid. WAA's proposed bid was withdrawn and another proposed bid was announced on 13 December 2019. The Panel considered that the section 631 issue had been superseded by the withdrawal of the first proposed bid. The Panel concluded there was no reasonable prospect that it would make a declaration of unacceptable circumstances. Accordingly, the Panel declined to conduct proceedings.

18/12/2019

WAM Active has made an announcement on the ASX platform advising that it withdraws its intention to make a cash bid for the company at 6.9c subject to certain conditions. Keybridge received no direct notice of this withdrawal and is unclear as to whether ASIC relief was provided to withdraw. KBC has received a bidders statement from WAM Active with details of a new bid which WAM Active intends to send to Keybridge shareholders in due course at a reduced 6.5c subject to various conditions, including 50.1% minimum acceptance. Keybridge is considering this bidders statement and advises that there is presently no action for shareholders to take in relation to the new reduced bid.

17/12/2019

Bentley confirms that it is still desirous of exiting its 31.7 million shareholding in Keybridge at 6.9 cents per share. However, it proposes to review the final despatched version of the WAM Bidder's Statement and Keybridge's Target Statement in response, before confirming its intentions in relation to the new lower offer.

16/12/2019

The company releases WAM Active Limited's bidder's statement to acquire all ordinary shares in KBC at an offer price of 6.5 cents per KBC share.

13/12/2019

WAM Active announces withdrawal of intention to make a takeover bid for Keybridge Capital Limited. WAM Active intends to make an off-market takeover bid for all the issued fully paid ordinary shares in KBC at a reduced all cash bid price of 6.5 cents per share. This new offer will be subject to various conditions, the terms of which will be set out in a separate announcement.

13/12/2019

The Panel has received an application from Mr John Patton in relation to the affairs of Keybridge Capital Limited. Mr. Patton subimits that at the EGM certain proxies directing the proxy to vote in favour of the resolutions to remove Messrs Cato and Johnson were incorrectly ruled invalid and the resolutions were lost by a margin less than the number of votes excluded. Members of the WAM Group and Bentley voted against the resolutions to remove Messrs Cato and Johnson. A second extraordinary general meeting of Keybridge to remove ASG's representatives on the Keybridge board was adjourned. Mr Patton submits (among other things) that: a bidder's statement has not been lodged with ASIC, sent to Keybridge and given to ASX at least 14 days before the end of the two month period specified in section 6311 and therefore, it is inevitable that WAA will contravene section 631 and members of the WAM Group and Bentley have been acting in concert in a way that confers on each of them a relevant interest in the other's Keybridge shares in relation to the composition of the Keybridge board and the WAA proposed bid in breach of sections 606 and 671B. Mr Patton seeks interim orders in effect to restrain members of the WAM Group and Bentley disposing of or voting any of their Keybridge shares. Mr Patton seeks final orders to vest in ASIC for sale Keybridge shares held by members of the WAM Group and Bentley such that their combined holding does not exceed 19.99% of Keybridge and to restrain members of the WAM Group, Bentley and their associates from acquiring any Keybridge shares for a period of 6 months after the sale of the vested shares.

06/12/2019

The company releases a notification of dividend/distribution for KBCPA.

05/12/2019

A spill resolution is required to be put at its AGM if Resolution 5 does not achieve that majority. The legislative provisions contemplate that the 'spill' resolution be considered at the same AGM that the Remuneration Report resolution is considered. The Chairman, after seeking external advice, has advised that he intends to open the AGM and then immediately adjourn it (as he is entitled) to allow for notice of this resolution to be given to shareholders prior to the resumption of the adjourned meeting. A supplementary notice of meeting will be issued shortly after the adjournment. An additional query has been raised by a shareholder regarding whether the Managing Director, Nicholas Bolton, needs to be the subject of a shareholder vote at the AGM. The company considers that its current position is correct and that this is not required having regard to the provisions of the listing rules and the company's constitution.

28/11/2019

Today, Keybridge has written to two of the holders seeking clarification about their holdings in Keybridge ordinary shares, as, if the company elects for full conversion, those holders would not likely be able to receive all of the converted shares and be in compliance with the Corporations Act. Keybridge has determined to delay redemption of the notes until it receives and considers the response to this issue and can make an informed decision as to how it may, if it chooses, exercise its right to convert CRPN into ordinary shares rather than to redeem as cash.

26/11/2019

The company's unaudited after-tax Net Asset Backing as at 30 September 2019 was $0.06075 per share. The NTA calculation includes a $240,000 provision for a claim by William Johnson for indemnity for the action he unsuccessfully brought against the company in the Federal Court of WA. The company has not yet determined if he is eligible to claim this amount under the company's director's indemnity.

21/11/2019

Keybridge has determined, notwithstanding the technical oversight by those custodian shareholders, that the redemption requests ought be accepted, as the custodians have since confirmed that the forms were duly signed by authorised representatives and the requests reflected the wishes of those signatories and the underlying beneficial shareholders. The three outstanding redemption requests will be paid within 10 business days. William Johnson and Simon Cato have been formally requested to resign as directors, to give effect to the clear wishes of the majority of shareholders who wished to vote at the meeting.

12/11/2019

The company releases its ASX Appendix 4G Key to Corporate Governance Disclosures.

06/11/2019

The company releases its Corporate Governance Statement - 2019.

06/11/2019

The company lodges its Annual Report - 2019.

06/11/2019

The company's AGM will be held at 11:00am (Melbourne time) on Friday, 29 November 2019 at Roof Top Conference Room Level 7 370 St Kilda Road Melbourne, Victoria.

30/10/2019

The company has resolved to cancel the adjourned AGM called by Bentley Capital, otherwise scheduled to be held today. Bentley purported to withdraw the EGM by notice to the company, however as the EGM had already been opened, it is not clear that Bentley could do this on their own. William Johnson and Simon Cato have sought to withdraw their voluntary resignations as directors of the Company that accompanied their request to call the EGM.

30/10/2019

At the Bentley s249F EGM held subsequent to the ASG s249F EGM, John Patton failed to hand the Chair of the meeting to the AICD independent Chairman (as previously agreed by the Board) and adjourned the s249F EGM to 30 October 2019 without the consent of Bentley. In Bentley's view, this unlawful adjournment will likely mean that Bentley's s249F EGM will no longer comply with the statutory/constitutional time periods required for the holding of its meeting. Accordingly, Bentley reserves its rights in relation to the adjournment. Bentley advises that, as the convening shareholder of the s249F EGM, it has determined to withdraw the s249F EGM and accordingly that meeting will not be proceeding.

28/10/2019

The company's AGM will be held at 11.00am on Friday, 29 November 2019 at the Roof Top Conference Room, Level 7, 370 St Kilda Road, Melbourne Victoria 3004.

25/10/2019

Keybridge has instructed its share registry to process the early redemptions of 397,944 CRPN's, those redemptions will be satisfied in full with cash. Keybridge elected not to convert those note holders that had requested Keybridge ordinary shares. Keybridge also received early redemption requests from three CRPN holders who executed their requests under Power of Attorney totalling 6,352,264 CRPN's. The POA Redemptions did not comply with the requirements of the early redemption form, in that copies of the relevant POAs were not provided together with the relevant form. The subject CRPN of the POA Redemptions will continue to accrue all entitlements under the notes, including interest, until the company determines to accept the redemption request.

23/10/2019

The company issues a response to ASX Query.

18/10/2019

The company lodges its Full Year Report - 30 June 2019.

17/10/2019

The company releases the results of its meeting. Resolutions to remove William Johnson and Simon Cato were not passed. However, the company is on notice that the voting result on both resolutions is subject to challenge under s.1322 of the Corporations Act.

15/10/2019

WAM Active announces off-market cash bid for KBC. WAM Active utilises Wilson Asset Management's market-driven investment process that seeks to invest in discounted assets and market mispricing opportunities.

15/10/2019

The Federal Court determined that William Johnson had not been validly appointed as the Chairman of Keybridge. John Patton was and remains the Chairman of Keybridge. WAM Active now makes a second highly conditional cash bid for Keybridge Capital Limited, now at a reduced 6.9c per share. Keybridge recommends shareholders take no action in relation to the highly conditional bid at this stage.

14/10/2019

Bentley Capital has reviewed the WAM bid announcement and confirms that in the absence of a superior proposal, Bentley intends to accept the offer on a date that is not earlier than 21 days after the open of the offer for acceptances in relation to all of the shares held by Bentley in Keybridge, currently 31.7 million shares.

14/10/2019

WAM Active Limited is intending to make an off-market takeover bid for all the issued fully paid ordinary shares in KBC at an all cash bid price of $0.069 for each share.

14/10/2019

Litigation against Aurora transferred from Western Australia to Victoria. Keybridge to pay Aurora's costs of the transfer application. Bentley Capital Limited and William Johnson commence proceedings against Keybridge seeking a declaration that William Johnson is the Chairman of the Company and which would mean that he is entitled to Chair the upcoming shareholder meetings. Wilson Asset Management gives notice to move a resolution to cap non-executive board fees at $100,000.

26/09/2019

Keybridge Capital Limited (ASX: KBC) notifies that, with the consent of Australian Style Group and Bentley Capital Limited, who convened the meetings of shareholders scheduled for 23 September 20191 and 25 September 2019, those meetings are postponed and moved and will be held as follows: Roof Terrace 75h Floor 370 St Kilda Road Melbourne, Victoria on 14 October 2019. The ASG meeting will start at 10.00 am (Melbourne time) while the BEL meeting will start at 12.00 noon (Melbourne time).

20/09/2019

The Panel has declined to conduct proceedings on an application dated 11 September 2019 from Bentley Capital Limited and Messrs William Johnson, Simon Cato and Farooq Khan in relation to the affairs of Keybridge Capital Limited. The Panel considered that the application raised several matters that, if established, would be of concern. However, in the unusual circumstances of this matter, the Panel concluded there was no reasonable prospect that it would be in the public interest to make a declaration of unacceptable circumstances. Accordingly, the Panel declined to conduct proceedings.

19/09/2019

The company's unaudited after-tax Net Asset Backing as at 31 August 2019 was $0.0647 per share.

18/09/2019

The company's unaudited after-tax net asset backing as at 31 July 2019 was $0.0685 per share (previously reported at $0.07 per share).

13/09/2019

The panel has received an application from Bentley Capital Limited and Messrs William Johnson, Simon Cato and Farooq Khan in relation to the affairs of Keybridge Capital Limited. The applicants seek interim orders in effect preventing Bentley Capital and Australian Style from convening their meetings3 and preventing the Relevant Shareholders from acquiring, disposing, and exercising any voting rights in, Keybridge shares pending determination of this application. The applicants seek final orders, including that the Keybridge shares held by or on behalf of the Relevant Shareholders in excess of 20% be vested in ASIC for sale and that the Relevant Shareholders give corrective substantial holding disclosure.

12/09/2019

The company will be dispatching the notice to shareholders of its convertible redeemable promissory notes.

10/09/2019

The company's unaudited after-tax Net Asset Backing as at 31 July 2019 was $0.07 per share.

04/09/2019

The company's unaudited after-tax net asset backing as at 30 June 2019 was $0.0713 per share. The company expects that the NTA figure will be qualified upon final audit.

04/09/2019

The company releases a notification of dividend/distribution. The distribution amount is AUD 0.01750000 with an ex date of Tuesday September 10, 2019 ,record date of Wednesday September 11, 2019 and payment date of Friday September 20, 2019.

03/09/2019

The company releases a notice of meeting. The general meeting wil be held at 9.00am (Melbourne time) on 23 September 2019 at Level 7 (Rooftop) 370 St. Kilda Road Melbourne VIC 3004.

26/08/2019

WAM Active is currently unable to assess whether there has been a decline in KBC's NTA at this point since KBC has not released an NTA in respect of June or July 2019. The off-market takeover bid for all issued fully paid ordinary shares in KBC was subject to a number of defeating conditions, each of which has been breached by KBC following the announcement of WAM Active's offer. KBC has since commenced various material litigation proceedings. Aurora Funds Management previously announced that it had issued to KBC a notice terminating the HHY IMA, As a result, WAM Active is withdrawing its proposed offer.

22/08/2019

The company releases a notice of meeting to shareholders of KBC. The meeting will be held at 2:00pm (Perth time) on 25 September 2019 at The Park Business Centre Conference Room Ground Floor 45 Ventnor Avenue West Perth, Western Australia.

05/08/2019

KBC refers to its notice of change of interests of substantial holder in Yowie Group lodged on 19 July 2019. The change notice disclosed the acquisition of 3,827,182 shares in YOW between 12 June and 17 July 2019. KBC provides details on these on-market acquisitions on an itemised basis.

24/07/2019

Aurora Funds Management Limited, in its capacity as responsible entity of HHY Fund, refers to its 11 July 2019 announcement of the termination of its Investment Management Agreement with Keybridge Capital Limited dated 30 June 2016. The notice period of 5 Business Days under the Investment Management Agreement has now elapsed, and Keybridge Capital Limited is no longer the investment manager of HHY.

19/07/2019

The securities of Keybridge Capital Limitedwill be suspended from quotation immediately under Listing Rule 17.3, pending enquiries by ASX. The securities will remain suspended pending the outcome of these enquiries and an announcement by KBC regarding the composition of its board.

16/07/2019

The suspension of trading in the securities of Keybridge Capital Limited will be lifted from the commencement of trading today, Friday, 30 November 2018, following the release by KBC of an announcement regarding proxy forms lodged in connection with its annual general meeting.

30/11/2018

ASX has advised the Company that it has received correspondence from a substantial shareholder of the Company in relation to certain proxies lodged prior to the AGM. The Company has also received correspondence from the substantial shareholder. ASX has advised that they are investigating these matters and will reinstate the Company's securities to quotation after the completion of their investigations.

28/11/2018

The securities of Keybridge Capital Limited will be suspended from quotation immediately under Listing Rule 17.3, pending enquiries from ASX.

27/11/2018

The suspension of trading in the securities of Keybridge Capital Limited (the "Company") will be lifted prior to the commencement of trading on Monday, 7 March 2016 following lodgement of the Company's half year accounts for the period ended 31 December 2015.

04/03/2016

The company lodges its half year results and accounts.

04/03/2016

The securities of Keybridge Capital Limited will be suspended from Official Quotation from the commencement of trading today 1 March 2016 following failure to lodge its Half Yearly Reports/Accounts for the period ended 31 December 2015 in accordance with ASX Listing Rules.

01/03/2016

name changed from Mariner Bridge Investments Limited

03/12/2007

ASX Announcements (courtesy of ASX)

 

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    Directors' on-market share transactions (last 5)

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    Purchases Sales

    DATEDIRECTORNUMBERPRICEAMOUNT
    18/05/2016Craig Coleman-3,242,070$0.180$583,573
    09/10/2015Nicholas Bolton12,200$0.970$11,834
    09/09/2015Nicholas Bolton5,545$0.991$5,495
    03/03/2015Bill Brown75,000$0.190$14,250
    02/03/2015Andrew Moffat1,000,000$0.190$190,000

    Click here for the last 20 transactions all companies

    Directors & Executives (current)

    NAMETITLEDATE OF APPT
    Nicholas BoltonDeputy Chairman, CEO30/12/2011
    Jeremy KriewaldtDeputy Chairman13/10/2016
    Antony CatalanoDirector17/04/2020

    Date of first appointment, title may have changed.

    Directors & Executives (former)

    NAMETITLEDATE OF APPOINTMENTDATE OF RESIGNATION
    William JohnsonDirector29/07/201617/04/2020
    John PattonChairman10/08/201621/01/2020
    Richard DukesDirector13/10/201921/01/2020
    Simon CatoDirector29/07/201617/01/2020
    Farooq KhanAlternate Director27/06/201918/07/2019
    Antony SormannExecutive Director07/03/201413/10/2016
    Bill BrownChairman09/10/201210/08/2016
    Andrew MoffatNon Exec Chairman, Independent Director07/03/201429/07/2016
    Craig ColemanNon Exec Director07/03/201418/05/2016
    Adrian MartinCFO01/04/201029/02/2016
    Peter WoodChairman14/10/201007/03/2014
    Robert MoranNon Exec Director02/01/201328/02/2014
    Mark WorrallManaging Director16/09/201028/02/2013
    Irene LeeChairman26/10/200604/04/2012

    Date of first appointment, title may have changed.