Yowie Group Ltd and Bolton v Keybridge Capital Ltd (No 3)

[2025] NSWCA 168

NSW Court of Appeal

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Interrogate

Catchwords

1. Corporations
2. › Takeover bid
3. › Court proceedings in relation to takeover bid
4. › Jurisdiction of court
5. › Whether proceedings to validate notices for s 249F meeting were 'in relation to' takeover bid
6. › Whether s 659B(1) excluded jurisdiction
7. › Presumption of narrow construction of provisions detracting from jurisdiction of superior court
8. › Corporations Act 2001 (Cth), s 659B
1. Corporations
2. › Directors and officers
3. › Appointment, removal and retirement of directors
4. › Notice requirements
5. › Whether notices of intention to move removal resolutions and director nomination notices were valid
6. › Whether cl 13.5 or cl 13.3 of constitution governed removal and replacement of directors
7. › Corporations Act 2001 (Cth), ss 203D, 203E, 249F
1. Corporations
2. › Directors and officers
3. › Election of directors
4. › Financial benefit to related party
5. › Whether resolution to appoint directors nominated by majority shareholder would 'permit the giving of a financial benefit'
6. › Corporations Act 2001 (Cth), ss 224, 225, 229
1. Corporations
2. › Constitution of company
3. › Inconsistency with ASX Listing Rules
4. › Whether constitutional provision restricting voting rights inconsistent with ASX Listing Rule 6.9
5. › Deemed excision of inconsistent provision

Quick Take

Proceedings relating to the validity of steps to call a s 249F meeting to remove and replace directors are not 'court proceedings in relation to a takeover bid' under s 659B of the Corporations Act merely because the bidder has included a defeating condition relating to board composition changes, and a resolution to appoint a director does not of itself permit a financial benefit to a related party shareholder under Ch 2E.