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

The proceeding concerned a dispute between Yowie Group Ltd and Mr Bolton (the appellants) and Keybridge Capital Ltd (the respondent) regarding a takeover bid. The core of the dispute involved the validity of notices issued by the respondent concerning a general meeting of Yowie Group shareholders. Specifically, the respondent had issued a notice of intention to move a resolution to remove directors of Yowie Group and a notice of intention to nominate new directors. The appellants argued that the proceeding was commenced contrary to section 659B of the *Corporations Act 2001* (Cth), which restricts proceedings in relation to a takeover bid.

The court was required to determine two primary legal issues. Firstly, whether the proceeding was properly commenced, specifically whether it constituted a proceeding "in relation to a takeover bid" for the purposes of section 659B of the *Corporations Act 2001* (Cth). Secondly, the court had to determine the validity of the notices issued by the respondent concerning the proposed removal of directors and the nomination of new directors at a general meeting of Yowie Group shareholders.

The court reasoned that section 659B of the *Corporations Act 2001* (Cth) did not apply to the present proceeding, finding that it was not a proceeding "in relation to a takeover bid" as contemplated by the legislation. The court’s analysis of the notices led to the conclusion that they were validly issued. Consequently, the appeal was dismissed, and the second appellant, Mr Bolton, was ordered to pay the respondent’s costs.