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Letting Go

Andrew Abercrombie resigns from Humm board, Jeremy Raper ends activist campaign

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The news: Buy now, pay later company Humm Group has reached an agreement with activist shareholders Jeremy Raper and Collins Street Asset Management over the future of its board composition, which will see founder and largest shareholder Andrew Abercrombie resign from the board.

The context: Humm chair Robert Hines has also resigned from the board as part of the agreement. Shareholders were set to vote on the future of Abercrombie and Hines at an extraordinary general meeting convened by Raper and Collins Street on 13 May.

Humm has appointed Rajeev Dhawan and Garry Sladden as new non-executive directors, effective immediately. Current director Teresa Dyson will replace Hines as chair.

Dhawan and Sladden will become members of Humm’s independent board committee to consider a $385 million takeover offer by debt collector Credit Corp, announced in December.

Abercrombie’s family office The Abercrombie Group, which holds a 29.6% stake in Humm, will appoint another representative to the Humm board, expected to be finalised by 1 July.

Raper, whose activist campaign included a push for his own appointment to the board, has withdrawn his nomination.

The 13 May meeting will still go ahead, with shareholders due to vote on the resolution to remove a third director, Andrew Derbyshire. However, Raper and Collins Street are now set to vote against their own motion and expect the resolution will not be passed.

Abercrombie will continue his High Court proceedings, announced last week, as he bids to have the Takeovers Panel’s declaration for unacceptable circumstances and related orders set aside.

What they said: “Having regard to the ongoing Credit Corp control proposal and other matters taking up company time, Mr Abercrombie considers it appropriate that he step down from the board, which also facilitates an orderly board renewal process and aligns with his commitments to minimise conflicts in light of his association with the company’s largest shareholder, The Abercrombie Group,” the company said.

“Mr Hines’ resignation further reflects the board’s constructive engagement with the convenors and its commitment to meaningful board renewal.”

The source: ASX


By Hugo Mathers