Humm Group Shareholder Dispute Seeks Voting Restrictions on 15 Million Shares

Background to the Dispute

Humm Group Limited (ASX, HUM), a player in the financial services sector, finds itself at the centre of a takeover controversy that has drawn the attention of the Australian Takeovers Panel. The dispute stems from competing acquisition proposals and questions over the board's conduct, particularly involving its Chair, Andrew Abercrombie.

In mid-2025, Humm announced a non-binding indicative proposal from The Abercrombie Group Pty Ltd (TAG), an entity connected to Mr Abercrombie himself. However, discussions with TAG were terminated later in the year. Shortly after, Humm received a separate proposal from Credit Corp Group Limited (ASX, CCP) to acquire 100% of the company’s shares.

Allegations of Governance Failings

Akat Investments Pty Ltd, a Humm shareholder, has lodged an application with the Takeovers Panel alleging serious governance failings. The application claims that the Humm board delayed disclosure of the Credit Corp proposal for nearly a month and failed to provide full details. It also points to a lack of due diligence access for Credit Corp, despite the bona fide nature of its offer.

Further concerns focus on the Chair’s related entities acquiring 15 million Humm shares on market during a period of informational asymmetry, raising questions about potential conflicts of interest. The applicant criticises the board for not establishing an independent committee to assess the Credit Corp proposal and for appointing a law firm with prior ties to TAG, potentially compromising impartiality.

Implications for Upcoming Shareholder Meeting

The dispute has intensified ahead of a shareholder-convened general meeting scheduled for 19 February 2026. This meeting will consider resolutions to remove Mr Abercrombie and other directors, alongside proposals to appoint new directors aligned with activist shareholders. Akat Investments seeks interim orders to prevent the voting of shares acquired by entities connected to Mr Abercrombie during December 2025, arguing this would ensure a fair process while the Credit Corp proposal remains unresolved.

The application also calls for corrective disclosures and a structured engagement process to restore transparency and fairness in the boardroom. The Takeovers Panel has yet to appoint a sitting panel or make any decision, leaving the outcome uncertain but closely watched by investors and governance observers alike.

A Test of Market Confidence and Corporate Governance

This unfolding saga at Humm Group highlights the delicate balance between shareholder activism, board independence, and transparency in takeover scenarios. With significant stakes involved and a complex web of relationships, the Panel’s response could set important precedents for how conflicts of interest and competing bids are managed in ASX-listed companies.

Market participants will be monitoring closely for any developments, as the resolution of this dispute will likely influence Humm’s strategic direction and shareholder value in the months ahead.