Humm cops first strike after chair’s unpopular takeover offer canned
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The news: Shareholders of Humm Group have voted against the adoption of the buy now, pay later business’ remuneration report as a protest against the company’s handling of a takeover proposal from the family office of its chair Andrew Abercrombie.
The numbers: At 3:31pm AEDT, shares in Humm had lifted 5.9% to 62 cents each. The Abercrombie Group's now-withdrawn takeover offer was valued at 58 cents per share.
The remuneration report was not adopted after 55.53% of votes cast were against it, Humm’s first strike under the two-strike rule.
The motion to adopt a remuneration report is non-binding, but if more than 25% of shareholders vote against it at two consecutive annual general meetings, a vote to spill the board is held.
Humm withdrew a motion to extend provisions that would require a shareholder vote before a proportional takeover bid can be undertaken on Friday. This is because it was rejected by 74.31% of proxy votes.
Robert Hines and Teresa Fleming were re-elected as directors despite 27.41% and 27.59% of the votes cast were against the resolutions.
The context: The Abercrombie Group withdrew its non-binding indicative takeover offer for Humm on Thursday. At the time he noted that his offer “does not currently have the support of several key shareholders”.
Raper Capital and Collins Street Asset management had vocally opposed the value of the bid and the management of the company while its chair’s takeover offer was active. The two groups previously signalled they would vote against the re-election of directors Robert Hines and Teresa Fleming.
Abercrombie had been undertaking due diligence on his four-month-old bid and missed the independent board committee’s request for a refined takeover offer by mid-September.
According to the Financial Review, Raper and Collins Street sent a letter to the independent board committee outlining their concerns about the process. They also nominated three directors to the board, although they had missed the deadline for submitting AGM resolutions.
The source: ASX
