Aussie scaffolding king Luke Sibley has wrested control of an $11m national business after uncovering a dodgy $2m cash siphon from ASX-listed Oldfields Holdings.
The corporate takeover drama started in August 2020, when Oldfields executives began systematically funnelling money from Adelaide Scaffold Solutions, a joint venture between Mr Sibley and Oldfields, into the troubled public firm to plug rising cash shortages.
In the first transaction, Oldfields siphoned $59,238, court documents show.
Then in February 2021, the loan value shot up to $661,830, before hitting $1.29m in late 2021, $1.8m by May 2024 and then peaking at $1.95m by February 2025.
In that month, Oldfields CEO Michael Micallef told Mr Sibley the company was in “urgent need” of cash and was at risk of insolvency if it did not raise $1.5m in short-term funding.
Oldfields held a 60 per cent interest in Adelaide Scaffold and had access to the smaller company’s bank accounts.
Mr Sibley, in his evidence before NSW Supreme Court Justice Anthony McGrath, said he consistently raised his objections to the transfers over the five-year period in emails to Oldfields executives including Mr Micallef, former CEO Richard Abela and CFO Alan Lee.
Justice Anthony McGrath said it was “abundantly clear” that Sibley Investments had not consented to the cash transfers.
Sydney-headquartered Oldfields tumbled into a court-ordered liquidation in February this year.
Mr Sibley launched his battle to wrest control of Adelaide Scaffold in March 2025, issuing loan default notices to Oldfields.
He argued the siphoned cash had breached a shareholder agreement between the parties, which required a 75 per cent vote to approve money transfers.
Mr Sibley also argued that Oldfields had illegally used its shares in the company as collateral to borrow money from Pure Asset Management in a desperate hunt for quick cash.
That was done without Mr Sibley’s approval, court documents state, and it granted Pure Asset a legal claim to 60 per cent of Adelaide Scaffold.
Mr Sibley, through legal representatives, moved on Oldfields, demanding that the crumbling firm sell its 60 per cent stake for $2.5m.
The contractual terms of the shareholder agreement allowed the parties to buy out the other in the event of a breach.
Oldfields fought back in court and argued that repaying the $1.95m plus interest would cover the breaches, submitting a repayment schedule to settle the debt over time.
But Justice McGrath found there was “no evidence” that Oldfields had the financial capacity to make the payments.
He also said repayment would not remedy the “underlying breach”.
“This is not a case where Sibley Investments is taking any form of unconscientious advantage of Oldfields Advance (a sophisticated commercial party) by insisting on its rights to exercise the sale procedure which the parties bargained for in clause 10 of the shareholders agreement,” he said.
“The breach specified in the Loan Default Notice has persisted since at least March 28 2025, which is nearly 17 months ago, and Mr Sibley’s complaints about the practice of Oldfields taking loans from Adelaide Scaffold date back to August 2020.”
Justice McGrath confirmed that Mr Sibley had the right to buy out the 60 per cent, but the final purchase price will be determined in a future ruling.
Mr Sibley was employed by Oldfields from 1990. The Adelaide Scaffold joint venture was set-up in 2004.
He initially paid $330,000 for a 25 per cent stake in the company and later boosted his holding to 40 per cent.
It now boasts an annual turnover of $11m and 60 employees.