KEYBRIDGE CAPITAL LIMITED (KBC)

The Panel has declined to conduct proceedings on two applications from Benjamin Hornigold Ltd, concerning allegations of undisclosed interests and associations in Keybridge Capital Limited and its own affairs, citing overlap with current Supreme Court proceedings.

Shareholders in this company should consider crystallising a capital loss in 2024/25 by selling their shares. This process is now much easier and quicker. It can be achieved online by entering transaction details here. While, this usually makes good economic sense we recommend you seek professional advice before buying or selling securities, your accountant is probably the best person.

The company releases its results for its general meeting.

Benjamin Hornigold Ltd is facing applications from Keybridge Capital Limited, which holds 19.59% voting power in BHD and 78.359% in Yowie Group Limited. BHD seeks an interim order to prevent Keybridge from disposing of its 19.59% interest in BHD shares.

The company has postponed its General Meeting from 18 February 2025 to 27 February 2025 at 4.30pm. The meeting will be held at the Roof Top Conference Room on Level 6, 370 St Kilda Road, Melbourne, Victoria 3004, with proxy lodgement and voting entitlement on 25 February 2025.

The company adjourned a s.249F meeting requested by WAM Active Limited, addressing concerns to shareholders. The meeting will be reconvened on 22 April 2025, 31 days after the estimated administration's conclusion. WAM and three associates seek confirmation of the meeting's validity.

The company has announced the telephone dial-in details for its General Meeting, scheduled for 4:30pm, and the physical location for the meeting, which can be attended by shareholders at the rooftop meeting room on level 7 in Melbourne, Victoria 3004.

Gideon Rathner from Lowe Lippmann Chartered Accountants has been appointed as Voluntary Administrator.

The company has been demanded to repay a $4.6 million outstanding loan balance by Yowie Group Ltd, citing delays in Keybridge's proposed capital raising and WAM Active Limited's attempts to prevent it from raising capital. The repayment is due by 7 February 2025.

The company has postponed its General Meeting scheduled for February 4, 2025, to February 18, 2025, at 10:30 AM (Melbourne time). The meeting will take place at the Roof Top Conference Room on Level 6, 370 St Kilda Road, Melbourne, Victoria 3004.

The Panel has declined to conduct proceedings on two applications from Keybridge Capital Limited regarding alleged associations and contraventions of section 606. The Panel found that Keybridge did not demonstrate sufficient evidence of association between WAM Active Limited, Geoff Wilson, Sulieman Ravell, and Michael Glennon. The Panel concluded that a declaration of unacceptable circumstances was unlikely to be in the public interest.

The company has filed two applications with the Panel regarding the affairs of Benjamin Hornigold Ltd and its own affairs. Keybridge holds voting power of 19.59% in BHD and seeks proportional board representation. WAM Active Limited and its connected entities have been accused of acquiring pivotal assets in Keybridge, contravening the Act and breaching section 671B flow. Keybridge seeks interim orders to restrain Ravell and Glennon from acquiring more shares and WAM to divest its interest in BHD.

The company announces a new date for the general meeting. The new date will be 4 February 2025, 4.30pm (Melbourne time) at Roof Top Conference Room on Level 6, 370 St Kilda Road, Melbourne, Victoria 3004.

The entities suspended for over three months failed periodic reports, the oldest outstanding report deadline, and their 2 year deadline for trading plans. If not met, they will be removed from the official list, usually after the first trading day.

The company reported an unaudited pre-tax Net Asset Backing of 4.61 cents per share as of December 31, 2024.

The company advises shareholders to ignore the defective WAM Active Notice and proxy form, as voting on the incorrect documentation will invalidate their vote. The company's board does not support any resolutions.

The company is concerned about WAM Active Limited's proposed general meeting on 10 February 2025, which would remove the current board and elect four new directors. The company claims that WAM Active's delivery address is misleading and does not provide necessary company details.

The company's General Meeting of Shareholders is scheduled for 3 February 2025 at 10am. This Supplementary Notice, supplemental to the original Notice, provides additional information on Resolution 6 and should be read alongside it. All details remain unchanged, and terms defined in the original Notice have the same meaning in this Supplementary Notice.

The company will hold a general meeting for shareholders on 3 February 2025, 10 am (Melbourne time) at Roof Top Conference Room Level 7 370 St Kilda Road Melbourne Victoria.

The company has issued 2,581,816 ordinary shares to investors, raising $142,000. The company has received the funds and issued new shares. A general meeting is scheduled for February 2025 to discuss auditor changes, director re-election, and ratification of the $142,000 share placement. The funds will be used for legal expenses, debt reduction, and working capital.

The company is recommending shareholders not take action and considering the validity of the documents and WAM Active's compliance with the Corporations Act.

The company lodges its amended results of its annual general meeting.

The company releases its 2024 AGM Results.

The company releases its response to an ASX Query.

The company has announced its upcoming AGM dial-in details for shareholders, which will be held on 29 November 2024 at 9am at 370 St Kilda Road, Melbourne, Victoria 3004.

The company reported an unaudited pre-tax net asset backing of 4.95 cents per share as of 31 October 2024. The company's Yowie investment was accounted for at market value of 2.5 cents per share, resulting in a net asset position of $3.830 million. Keybridge also holds an investment at nil, potentially carrying an equity accounted value of approximately $7.35 million.

The company is announcing its annual general meeting on Friday, 29 November 2024 at 9:30am at the Roof Top Conference Centre in Melbourne, VIC 30004.

The company releases its key to corporate governance disclosures.

The company releases its full year report from 30 June 2024.

The company releases Appendix 4E Variance Report.

The company reported an unaudited pre-tax Net Asset Backing of 6.42 cents per share as of September 2024, with an investment at nil and an equity accounted value of approximately $7.35 million.

The company releases a response to ASX query.

The unaudited pre-tax Net Asset Backing as at 31 August 2024 was 7.10 cents per share.

The company releases its Related Party Policy.

Following lodgement by Keybridge Capital Limited of its Appendix 4E preliminary final report for the year ended 30 June 2024 on Tuesday, 3 September 2024 and provision by KBC on 6 September 2024 of a letter dated 5 September 2024 in response to an ASX query letter dated 4 September 2024, the securities of KBC will remain suspended under Listing Rule 17.3 until ASX is satisfied that it is appropriate for KBC's securities to be reinstated to quotation.

The company releases a response to an ASX Query.

The company lodges its preliminary final report.

Keybridge refers to previous disclosure regarding its funding of the liquidator for PR Finance Group Limited to recover losses from the entity's former directors. The liquidator recently withdrew from these proceedings and despite having argued that the directors' insurer should be responsible for the costs of the proceeding, a Court has ordered that the liquidator pay parties' costs. As part of this hearing, funds of $1.8 million were lodged with the Court as security for potential costs. Consequently, it is likely these funds will be called upon and Keybridge expects to recognise a loss. Keybridge is considering its position in relation to this matter. Independent of this outcome, Keybridge has booked more than $1.5 million in settlement gains during the June 2024 half year from other litigation in its portfolio. So, whilst disappointing, litigation outcomes ought to be assessed on a portfolio basis.

The company releases a response to ASX query.

Under Listing Rule 17.6, an entity (if not already suspended) that had not paid its annual listing fees by close of business on Wednesday, 21 August 2024 would have its securities suspended from Official Quotation before the commencement of trading on Thursday, 22 August 2024. The following entity has failed to pay to ASX Limited the annual listing fees for the year ending 30 June 2025 and consequently will have its securities suspended from quotation immediately.

The suspension of trading in the securities of Keybridge Capital Limited is expected to be lifted from the commencement of trading on Tuesday, 20 August 2024 following the receipt of market announcements from KBC in response to requests from ASX.

The following are the Company's unaudited after-tax net asset backing: as at 31 January 2024: 6.96 per share; as at 31 March 2024: 6.28 cents per share; as at 30 April 2024: 6.82 cents per share; as at 31 May 2024: 8.30 cents per share; as at 30 June 2024: 8.65 cents per share; and as at 31 July 2024 was 8.40 cents per share.

Keybridge has experienced a material increase in NTA from various sources, with its July 2024 NTA now standing at 8.40 cents, up from 6.53 cents as last reported for February 2024. Drivers of this have been a successful takeover of Yowie, an appreciation in the carrying value of its Manly property and various legal settlements. The Company has been corresponding with the ASX regarding a few matters related to the suspension of its securities. ASX has informed KBC that it is not satisfied that KBC's existing Related Party Policy or procedures for managing board-level conflicts of interest are adequate and appropriate. Whilst Keybridge does not agree with the ASX's views, it has engaged an external legal practitioner to review and update the Company's Related Party Policy, as required, which will then be lodged on the Company's website once the review is completed.

The securities of the company have been suspended for more than three months. If an entity does not meet the 1 or 2 year deadlines, it will be removed from the official list. The removal will usually take effect from the open of trading on the first trading day after the deadline date.

The company has confirmed that all Yowie Group Limited shareholders who accepted offers made under Keybridge's off-market takeover bid for ordinary Yowie shares have been paid. Keybridge's interest in Yowie shares has increased to 78.359%, and the company is now working through the intentions outlined in clause 7.4 of the Bidder's Statement, where Keybridge acquires more than 50% but less than 90% of Yowie shares.

Offers made under its off-market takeover bid for the ordinary shares in Yowie Group Limited (Yowie) closed at 7.00pm on Friday 26 April 2024 pursuant to the terms of those offers. Acceptances received under the takeover bid resulted in Keybridge's relevant interest in the ordinary shares of Yowie increasing to 78.359%.

The review Panel has declined to conduct proceedings on an application dated 17 April 2024 from Keybridge Capital Limited seeking a review of the initial Panel's decision to decline to conduct proceedings in Vintage Energy Limited. The review Panel considered that there are limited circumstances in which Vintage's equity raise could have an effect on the control of Vintage and that Vintage has taken steps to mitigate the potential control effect of the equity raise including by incorporating a dispersion strategy. The review Panel concluded there was no reasonable prospect that it would make a declaration of unacceptable circumstances. The review Panel declined to conduct proceedings.

The Panel has received an application from Keybridge Capital Limited seeking a review of the Panel's decision in Vintage Energy Limited . The President of the Panel has consented to the application for review under section 657EA(2) of the Corporations Act 2001 (Cth). A review Panel has not been appointed at this stage and no decision has been made whether to conduct proceedings. The Panel makes no comment on the merits of the application.

The company's unaudited after-tax Net Asset Backing as at 29 February 2024 was 6.53 cents per share.

The Panel has declined to conduct proceedings on an application dated 30 March 2024 from Keybridge Capital Limited in relation to the affairs of Vintage Energy Limited. The application concerned a placement and non-renounceable entitlement issue announced by Vintage on 25 March 2024, being around the time that the applicant gave ss 203D and 249D notices to the company. The applicant submitted, among other things, that the capital raising has an unacceptable change of control effect on Vintage and the capital raising is an unacceptable frustrating action to the applicant's s249D notice. Among other things, the Panel considered that the circumstances relating to the placement and entitlement issue are not likely to have a material effect on the control of Vintage, noting that the entitlement offer contained a dispersion strategy, including a top up facility and the appointment of a professional underwriter and a number of sub-underwriters. While the Panel considered that the disclosure of the potential control effect of the entitlement offer in the retail entitlement offer booklet would have been good practice, Vintage shareholders have been notified of the potential control effect via public disclosure on the ASX.

Keybridge hereby gives notice that as a result of an increase in its voting power in Yowie to more than 50% on 12 April 2024, the Offer period has been automatically extended by 14 days from that date. Accordingly, the Offer will now remain open for acceptance until 7.00pm (Melbourne time) to Friday, 26 April 2024.

The $1.44 million advanced by the Company under the Loan Note Agreement with Metgasco Ltd plus accrued interest have now been fully repaid.

For the purposes of section 630(3) of the Corporations Act 2001 (Cth), Keybridge gives notice that: as at the date of this notice none of the defeating conditions in section 11.7 of the Bidder's Statement have been triggered; as at the date of this notice, the Bidder has freed the Offer of all the defeating conditions in section 11.7 of the Bidder's Statement; and as at 9.00am on 9 April 2024, its relevant interest in Yowie was 38.358% (comprising 83,839,282 shares out of a total of 218,567,901 shares currently on issue in Yowie), including a deemed interest of 26,526,643 shares held by HHY Fund.

Keybridge Capital Limited refers to its off-market takeover bid for all the ordinary shares in Yowie Group Limited. Keybridge advises the Offer Period will close at 7:00pm (Melbourne time) on 16 April 2024, and will not seek to further extend the Offer Period. Keybridge also advises that the offer price of 3.4c is best and final.

The Panel has received an application from Keybridge Capital Limited in relation to the affairs of Vintage Energy Limited. The applicant seeks interim orders to the effect that: Until the completion of Panel proceedings, the placement and the accelerated institutional component of the entitlement offer be stayed and Vintage must not commence the retail component of the entitlement offer. Vintage must provide a record of all Vintage shareholders that sold Vintage shares between 20 February 2024 and 22 March 2024. Vintage must disclose all other alternative funding arrangements that were available to it. The applicant seeks final orders to the effect that: Vintage must cancel the placement or, alternatively, scale back all oversubscriptions to the placement using a consistent formula. Vintage must scale back the entitlement offer to only the amount required. Vintage must accept underwriting offers from existing shareholders on equal terms to other underwriters. Vintage must remove the restriction on oversubscriptions by existing shareholders under the top-up facility for the retail entitlement offer. Costs of the capital raise be capped at 3% of the funds raised or a market rate determined by the Panel.

The company releases a notice of variation to an off-market bid under section 650D(1) of the Corporations Act 2001 (Cth) given by Keybridge Capital Limited in relation to its off-market takeover bid for all the ordinary shares in Yowie Group Limited. The notice varies the Offer by extending the closing date of the Offer to 7.00pm (Melbourne Time) 16 April 2024 (unless further extended).

The securities of Keybridge Capital Limited will be suspended from quotation immediately under Listing Rule 17.3, pending response to ASX queries in relation to KBC's half year accounts for the period ended 31 December 2023 lodged on 29 February 2024. The securities will remain suspended until ASX's queries are satisfied and there is no other reason for the suspension to be maintained.

The Keybridge Capital Limited convertible redeemable promissory notes will be suspended from quotation immediately under Listing Rule 17.2, at the request of KBC, in accordance with the timetable for holders to convert or have their CRPNs redeemed. Please note the suspension applies to the CRPNs only, and does not apply to other KBC quoted securities.

The suspension of trading in the securities of Keybridge Capital Limited will be lifted from the commencement of trading on Friday, 11 December 2020, following KBC's announcement "˜Buyback and Market Update' released today and the announcement "˜Net Asset Backing "“ November 2020' released on 9 December 2020.

The company releases an Appendix 3C - Announcement of Buy-Back.

The company intends to buy back up to 10% of its securities on market over the next 12 months. In light of the company's securities having been suspended, the company may only buy back securities subject to sufficient market liquidity and the price of securities. Keybridge also advises that it has now resumed releasing monthly NTA reports. Keybridge's next NTA report (for December 2020) will be released by 14 January 2021.

The company's unaudited after-tax net asset backing as at 30 November 2020 was 6.58 cents per share.

The company's unaudited after-tax net asset backing as at 31 October 2020 was 5.76 cents per share.

KBC is the largest shareholder of Yowie Group. Yowie has convened an AGM on 27 November 2020 in Sydney at which 2 of its current directors are standing for reelection and 2 Keybridge nominees are standing for election as directors. The upcoming AGM will provide an important opportunity for shareholders to cast judgment on the conduct and stewardship of the current Board.

KBC has extended the offer period for its off-market takeover offer for RNY Property Trust. The offer will now close at 7:00pm (Melbourne time) on 16 Decembeer 2020.

The company will hold its AGM on 14 December 2020 at 11.00am Melbourne time, at: Roof Top Conference Room Level 7 370 St Kilda Road Melbourne, Victoria.

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

The company releases its Corporate Governance Statement - 2020.

The company lodges its Appendix 4C - monthly.

The President of the Panel has made interim orders in relation to an application from Keybridge Capital Limited in relation to the affairs of Webcentral Group Limited. The interim orders state that: 5G Networks Limited must not process any acceptances received on and from Friday, 23 October 2020 in relation to its off-market takeover bid for Webcentral pursuant to its bidder's statement dated 18 September 2020; 5G Networks must extend the offer period in relation to the Offer for a period of not less than one week. 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.

5GN received a copy of an application to the Takeovers Panel made by KBC in relation to 5GN's off-market takeover bid for all of the shares in Webcentral Group Limited. Keybridge is seeking: interim orders to the effect that (1) 5GN not process any acceptances until the Takeovers Panel has considered Keybridge's Takeovers Panel Application and (2) 5GN extends the expiry of its bid by 3 weeks; and final orders to the effect that (1) Webcentral shareholders be provided with withdrawal rights under the takeover bid or the takeover bid be withdrawn, (2) certain of the shares acquired by 5GN from the Webcentral directors be vested in ASIC for sale and (3) corrective disclosures be made by 5GN and Webcentral.

KBC has extended the offer period for its off-market takeover offer for RNY Property Trust. The offer will now close at 7:00pm (Melbourne time) on Monday, 16 November 2020.

Yowie has received a notice under Section 249F from Keybridge Capital Limited. The intentis to call a general meeting of Yowie Group.

The company releases its Top 20 Shareholders.

Due to current travel and work restrictions in Melbourne as a consequence of COVID-19, it is relying on the ASIC Corporations (Extended Reporting and Lodgement Deadlines "“ Listed Entities) Instrument 2020/451 dated 15 May 2020 to extend the lodgement date for its audited annual accounts and other documents required to be lodged with ASIC under section 319 of the Corporations Act 2001.

Keybridge Capital Limited has extended the offer period for its off-market takeover offer for RNY Property Trust. The Offer will now close at 7:00pm (Melbourne time) on Wednesday, 14 October 2020.

The Panel has declined to conduct proceedings on an application dated 11 September 2020 from WAM Active Limited in relation to the affairs of Keybridge Capital Limited. The Panel considered there was not sufficient probative material to justify making further enquiries as to whether Keybridge and Aurora were associated. The Panel concluded there was no reasonable prospect that it would make a declaration of unacceptable circumstances.

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

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

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.

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.

The company makes a correction to its Appendix 2A.

The company lodges its Preliminary Final Report.

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.

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.

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

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.

The company releases an Appendix 2A.

The company issues a response to ASX Query Letter.

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.

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.

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.

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

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.

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.

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.

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.

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

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

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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

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.

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

The company releases its General Meeting Voting Results.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

ADIT declares bid for KBC free from defeating conditions.

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.

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.

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.

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.

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

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

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.

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.

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.

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).

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.

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.

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.

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%.

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.

The company's securities remain suspended.

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.

The company releases a Supplementary Target's Statement.

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.

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

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.

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).

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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

The company releases its Corporate Governance Statement - 2019.

The company lodges its Annual Report - 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.

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.

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.

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.

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.

The company issues a response to ASX Query.

The company lodges its Full Year Report - 30 June 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.

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.

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.

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.

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.

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.

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).

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.

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

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).

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.

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

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

The company lodges its half year results and accounts.

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.

name changed from Mariner Bridge Investments Limited