Yowie calls in loan facility, major shareholder goes into VA

At the end of last week (5pm, 7 February) confectioner Yowie Group called in its loan facility with its major shareholder, Keybridge Capital Limited. Three days later Keybridge went into voluntary administration.

Yowie’s reciprocal loan agreement with Keybridge allowed Yowie to borrow up to $3.5 million or earn interest on deposited funds. Yowie said the loan was unsecured, callable, and has no set maturity date. At 30 December 2024, Yowie had $2.8 million on deposit, earning 10 per cent interest.

Keybridge had pursued Yowie for several years. Its first take-over attempt was in May 2019, with a bid price of 9.2 cents per share, which Yowie Group said, “fundamentally undervalues Yowie's business, brand, intellectual property, and significant cash balance”.

Two months later, Yowie faced another takeover bid, this time by Aurora Dividend Income Trust (ADIT), which offered nine cents per share, a 16.8 per cent premium on its closing price of 7.7 cents. In 2015, Keybridge was Aurora’s largest shareholder and acquired Aurora’s funds management business, Aurora Funds, for $4.3 million. It sold that in the following year and by 2019 claimed it had no ownership interest in ADIT.

In January last year, Keybridge announced an off-market takeover offer for Yowie Group at 3.4 cents per share. Keybridge has 35.5 per cent interest in the company and attempted a takeover in 2019. Over the following four months, Keybridge had increased its interest to 78.36 per cent, making Yowie a partly owned subsidiary of the company. Keybridge managing director, Nicholas Bolton, was appointed CEO of Yowie by the board.

Yowie said it will work with Keybridge’s voluntary administrator to ensure full recovery of the loan balance outstanding along with accrued interest. It is also considering a range of capital solutions given the likely delays in the recovery of the loan funds because of the administration process, it said.

Melbourne accounting and advisory firm, Lowe Lippmann, is working with Keybridge.

The AFR said there was a court date yesterday (11 February), with Wilson pursuing Keybridge over a $4.95 million payment made to Bolton as a bonus following the Magellan options trade without shareholder approval – and later transferred under an undocumented and unsecured loan to Bolton’s Italian entity to acquire a home in Lake Como.