Takeovers Panel Orders Divestment and Disclosure Over Humm Group Misleading Statements

Panel Identifies Misleading Market Communications by Humm Board

The Takeovers Panel has concluded that Humm Group Limited (ASX:HUM) issued misleading statements regarding the conditional, non-binding takeover proposal from Credit Corp Group Limited. The Panel found that the Humm board's 17 December 2025 announcement, which suggested the board was "carefully evaluating" and "willing to engage" with the Credit Corp Proposal, did not reflect the reality that the then Chair and major shareholder, Mr Andrew Abercrombie, had already decided to reject the offer weeks earlier. This discrepancy was compounded by the omission of the board's decision not to form an independent board committee to consider the proposal.

Further, a statement in Humm's 14 January 2026 circular that the $0.77 per share offer was "not viewed as compelling" was also deemed misleading. The Panel noted this gave the impression that Credit Corp was engaged in discussions during that period, whereas the board had informed Credit Corp on 28 November 2025 that the offer would not receive a recommendation. The Panel determined these communications were contrary to an efficient, competitive, and informed market.

Share Acquisitions by Abercrombie-Associated Entity Deemed Unacceptable

The Panel also scrutinised acquisitions by The Abercrombie Group Pty Ltd as trustee for the Philadelphia Trust (TAG), an entity linked to Mr Abercrombie. TAG acquired approximately 3% of Humm shares immediately following the 17 December 2025 announcement. The Panel found these acquisitions increased the difficulty for Credit Corp to gain effective control through its takeover bid and were conducted in circumstances where the market had been misled about the board's stance.

The Panel's declaration highlighted that Mr Abercrombie had informed the board on the day the Credit Corp Proposal was received that no independent board committee would be formed, took a leading role in board meetings that settled the misleading announcements, and had communicated to Credit Corp that the proposal was "of no interest" to him. These factors contributed to the Panel's view that the December acquisitions were contrary to market fairness.

Orders Mandate Corrective Disclosure and Divestment of Shares

In response, the Panel has ordered Humm's independent board committee (IBC), established on 5 March 2026, to provide a corrective disclosure outlining its current view of the Credit Corp Proposal. This includes clarifying any differences from the board's earlier position and whether updated valuations have been sought. The draft disclosure must be submitted to the Panel for approval within five business days.

The Panel has also ordered that the 15 million shares acquired by TAG in December be vested in the Commonwealth for sale by the Australian Securities and Investments Commission (ASIC). ASIC is tasked with appointing a seller to dispose of these shares within three months, ensuring no acquisition by TAG or its associates. Additionally, TAG and related parties are restricted from acquiring further shares under the creep exception until all relevant shares are sold or six months after the disclosure.

Should Credit Corp's takeover bid reach valid acceptances for 47.1% of Humm shares and satisfy all conditions, ASIC must halt the sale of remaining shares and accept the bid for those shares in the absence of a superior proposal.

Governance Implications Amid Ongoing Panel Review Application

This ruling follows the Panel's earlier declaration of unacceptable circumstances in March 2026 and occurs while a formal review application challenging that decision remains pending. The review, lodged by Mr Abercrombie, questions the Panel's findings and has yet to be assigned a review Panel. The ongoing dispute underscores the complexities of governance and disclosure in contested takeover situations, particularly where major shareholders hold influential board positions.

The independent board committee's forthcoming disclosure will be closely scrutinised for indications of whether Credit Corp's offer might be reconsidered or revised. Meanwhile, the divestment order represents a significant regulatory intervention aimed at restoring an efficient and informed market for Humm shares. These developments highlight the challenges in balancing shareholder interests, board responsibilities, and market transparency in takeover contests.

For further background on the Panel's concerns about misleading conduct and insider share acquisitions, see the earlier Takeovers Panel Flags Misleading Conduct report.