Jun 30, 2021

Share Nicholas Bolton’s Keybridge Capital is taking Bell Potter to court over an alleged offer the stockbroker facilitated for its shareholding in now delisted cash box Molopo Energy in 2015. It comes in the midst of an effort by the now Roger Corbett-led board of Molopo to sue a range of former directors for alleged breach of directors duties over controversial US transactions between July 2017 and March 2018, when the company spent $48 million of its $65 million in cash on oil assets of disputed quality. Keybridge managing director Nicholas Bolton is taking Bell Potter to court. James Davies Keybridge’s legal action in the NSW Supreme Court comes more six years after an alleged April 27, 2015 phone call between Bell Potter senior equities dealer Brad Shallard and Mr Bolton. Molopo shares were suspended on July 27, 2017 after it failed to satisfy the Australian Security Exchange’s requirement for sufficient levels of operation. Molopo was delisted on April 1, 2021. The statement of claim filed on behalf of Keybridge said the first phone call between Mr Shallard and Mr Bolton was in relation to Bell Potter having a client interested in purchasing Keybridge’s shareholder in Molopo. The claim said Mr Bolton said come back with a firm offer. Related Quotes Advertisement At the time, Keybridge held 36.9 million shares in Molopo, and Aurora Funds Management, which at the time was wholly owned by Keybridge, held 4.4 million. Mr Bolton is now the largest unit holder in the trust that owns Aurora. “During the second telephone conversation, Mr Shallard said words to the effect that his client had a firm bid for all of Keybridge’s share in Molopo at 25¢ per share, and thereby offered orally to purchase the Molopo shares at 25¢ per share, to which Mr Bolton responded with words to the effect that he would take it to his board and come back to Mr Shallard,” the claim said. “Later that day by email sent by Mr Bolton to Mr Shallard, Keybridge accepted the offer.” Keybridge is alleging Bell Potter implied it had authorisation to a client to make a contract in his name. Keybridge listed Roy Mironi as the second defendant in the action, which it claims Bell Potter had authority from. “In breach of the said warranty, Bell Potter was not authorised by the second defendant to make the said contract for him as his agent. On 29 April. 2015 Bell Potter informed Keybridge that it did not have authority and accordingly Keybridge was unable to enforce the said contract and has suffered loss and damage.” Keybridge is also making an alternative claim of breach of contract by Mr Mironi. Keybridge is looking for damages equal to the price it would have received for selling those shares in 2015, about $10.3 million. Bell Potter, in its response to the legal action, said discussions about a potential deal went on through May 2015 but no agreement was reached. It said in April 2015 that Mr Mironi approached them to make inquiries on his behalf to buy Molopo shares. It said on April 27, after Keybridge indicated earlier that it would not accept 18¢ a share, under Mr Mironi’s instructions, it inquired whether 25¢ a share would be enough. “In a response sent on the same day ... Keybridge wrote to Bell Potter communicating its offer to sell to Bell Potter’s principal for a price of 25¢ per share. Advertisement “On 29 April 2015, Keybridge wrote to Bell Potter, indicating that its offer of 27 April 2015 would remain open for acceptance until 30 April 2015,” Bell Potter’s response said. “On 30 April 2015, Keybridge wrote to Bell Potter confirming that its offer had been withdrawn. “The manner in which the parties proceeded thereafter is consistent only with no binding agreement having ever been reached.” Bell Potter alleged Keybridge and Aurora continued to buy shares in Molopo before and after April 2015. Keybridge now owns 18.5 per cent of Molopo. “At no time prior to the commencement of these proceedings (which were commenced without any prior warning) had Keybridge ever suggested that any binding contract had been formed with anyone represented by Bell Potter.” In June 2017, the Australian Government Takeovers Panel ruled Keybridge and Aurora were associated in relation to Molopo. As a result, 17.4 per cent of Molopo shares – 15.9 per cent owned by Aurora and 1.5 per cent held by Keybridge – were given to ASIC on trust. An application for judicial review was dismissed in April 2020 by Federal Court Justice Nye Perram. Advertisement The Federal Court decision followed a long takeover saga where Aurora announced a bid for Molopo in July 2017. It was countered by Geoff Wilson’s Wilson Asset Management, and no takeover ultimately took place. The divestment order given to ASIC in relation to the Molopo shares was paused until the judicial review findings and appeal periods. On February 26, 2021, Aurora announced the value of its stake in Molopo was nil. Keybridge’s board includes Mr Bolton, regional media mogul Antony Catalano and former Atanaskovic Hartnell partner Jeremy Kriewaldt, who was at the firm between 2004 and 2018. Mr Corbett, a long-time Molopo shareholder, became chairman in May 2018, after the entire board was ousted. Prior to that, Molopo had tried to stop Mr Corbett ascending to the board. The Molopo board now includes Mr Corbett and Atanaskovic Hartnell partner Tony Hartnell. Mr Hartnell was the founding chairman of what is now ASIC and is on the board of Aurora Funds Management. In September 2017, Keybridge launched legal action against Molopo and one of its directors. In May 2018, it commenced further actions against Molopo and more directors . On July 18, Molopo, under Mr Corbett’s board, took over the legal action and more directors were added. Max Mason is a senior reporter at The Australian Financial Review. He is a former media editor at the masthead and has previously worked at The Sydney Morning Herald, The Age, Fox Sports Australia and News Corp. Connect with Max on Twitter . Email Max at max.mason@afr.com Save