The Takeovers Panel is reviewing an application from Keybridge Capital Limited (KBC) concerning the affairs of Yowie Group Ltd following Keybridge’s initial application earlier in May. Keybridge’s concerns stem from actions taken by HHY Fund and Yowie directors leading up to Yowie’s s249F meeting. HHY Fund, an unlisted managed investment scheme, holds approximately 10.06% of Yowie’s shares.
Keybridge alleges that Aurora Funds Management Limited, the responsible entity for HHY, issued 42% new HHY units without notice of a capital raising after WAM Capital Ltd requested a copy of HHY’s members’ register intending to call a meeting to replace Aurora as HHY’s responsible entity. This issuance, Keybridge argues, significantly diluted the voting power of existing HHY unitholders, including Keybridge itself (from 31.15% to 21.89%) and Wilson Asset Management Group (from 31.98% to 22.48%). The issuance also involves Yowie directors and associated entities.
Keybridge contends that this dilution was for the improper purpose of preventing a change of responsible entity and has reduced Keybridge’s voting power in Yowie before the upcoming s249F meeting, scheduled for July 14, 2025, after postponement. They argue that this acquisition of control over Yowie shares is not occurring in an efficient, competitive, and informed market, as required by s602 of the Corporations Act.
Keybridge is seeking interim orders to prevent Nicholas Bolton, Andrew Ranger, and their associates from acquiring additional interests in HHY and to compel them to disclose their combined voting power and relevant interests in Yowie. Additionally, they seek disclosure from Aurora regarding the issuance of HHY units since December 31, 2023. Final orders requested include restraining HHY unitholders who received units on or after April 1, 2025, from voting at any meeting called within 12 months to replace Aurora and restraining Aurora from voting its interests in Yowie shares against Resolution 1 at the Yowie s249F Meeting. A sitting Panel has not been appointed yet and no decision has been made whether to conduct proceedings.
