Humm Group pleads with investors to reject board coup by major shareholders led by Jeremy Raper

The board of Sydney-based hybrid loans and buy-now-pay-later services provider Humm Group (ASX: HUM) has issued a strongly worded plea to shareholders to keep three members safe from a planned ousting by Raper Capital founder Jeremy Raper.

A meeting requested by Raper and Collins St Asset Management, as major shareholders, to remove chairman Andrew Abercrombie and non-executive directors Robert Hines and Andrew Darbyshire from the board has been described today by the Humm board as based on a “reckless and flawed proposal”.

Raper, Garry Sladden, the chairman of recruitment services group Ignite (ASX: IGN), and Collins St Asset Management, between them control 9.3 per cent of Humm’s shares. Raper and Sladden have nominated themselves to replace the directors in what is emerging as a bitter battle for control of Humm Group.

The company last month revealed it had received a $385 million non-binding indicative bid from debt collection group Credit Corp (ASX: CCP), trumping the price offered in June last year by Abercrombie, a founding director of the group.

Abercrombie acquired an additional 15 million shares worth $10.9 million between 17 and 19 December last year to take his holding in Humm to 145.95 million shares – or 29.19 per cent of the company.

The shares were acquired by Abercrombie about a month after Credit Corp approached the company with its takeover proposal, which is still in play but remains highly conditional.

The shareholder meeting has been called by Raper for 19 February 2026 after his consortium of shareholders raised “significant concerns” about the Humm board, notably Abercrombie who the major shareholders say has overseen “a substantial destruction of shareholder value” over the past decade.

Humm Group’s shares today closed at 73.5c, which values the company at $370 million, but in 2020, when the company changed its name from FlexiGroup, it was valued at closer to $600 million.

A website established by Raper and Collins St Asset Management lists several grievances with the board, including a “massive stock price underperformance relative to the market” and that Abercrombie “instigated self-interested actions to block the sale of the consumer division to Latitude”.

Humm was the target of a $250 million takeover offer in 2022 from Latitude Group (ASX: LFS) which ultimately collapsed with Abercrombie as a minority dissenting voice on the board at the time.

The website notes that Raper and his single-family office Raper Capital have worked in a “variety of buy- and sell-side roles for over 20 years” and that he will bring to the board “deep experience investing in and engaging with small-cap management teams”.

“Jeremy Raper and Collins St are leading the call for board renewal to stop the destruction of shareholder value and implement a plan to drive value creation for all shareholders,” says the website.

However, Humm Group today hit back at the campaign to oust the company’s board by “unanimously and strongly” recommending that shareholders vote against all resolutions proposed by Raper.

The Humm board says that since mid-2022 it has implemented “a comprehensive strategy refresh” that it says is “delivering positive, measurable results for Humm shareholders”.

“Over the past three and a half years Humm, under the board’s stewardship, has grown the commercial segment materially, from around $1.5 billion of receivables in FY22 to around $3.3 billion of receivables (including forward flow) in FY25,” says the board.

Among other initiatives, including the exit of loss-making “small ticket” buy now pay later operations in Australia and New Zealand, the company notes that it has lifted statutory net profit after tax from $2.9 million in FY23 to about $40 million in FY25.

“Your board is delivering - don’t put that at risk,” says the board in today’s shareholder recommendation.

“Replacing the current board would jeopardise the strategy delivering measurable results, including a 118 per cent total shareholder return since mid-2022.”

The Humm board describes the alternative provided by Raper as “a reckless and flawed proposal”.

“The (meeting) convenors’ ill-conceived and simplistic ‘plan’ threatens Humm’s capital strength, lender relationships and growth prospects,” the company says.

“In contrast, your board’s disciplined approach prioritises sustainable value creation.”

The board also alleges that the Raper consortium’s argument is based on “misleading claims”, alleging that statements made are “materially incorrect” and that they have prioritised “attention-grabbing headlines over fair and accurate disclosure”.