Humm's Board Is Breaking Free of Its Founder, and Activists Want a Break-Up

After two failed takeover processes, a Takeovers Panel ruling and a boardroom overhaul, fund managers argue the lender's value has been trapped by governance rather than performance, and that asset sales could release it.

22 Oct 2026 · 4 min read

A governance story reaching its turning point

For most of the past year, the investment case for Humm has had little to do with lending and almost everything to do with who controls the board. Raper Capital, the activist whose campaign reshaped that board, framed the stakes in October ahead of the 20 November AGM: two failed control processes, a Takeovers Panel declaration, an EGM and a reconstituted board, while the business underneath was largely unchanged. Raper's conclusion is blunt: “This is, and always has been, a governance story.”

This is, and always has been, a governance story.

— Raper Capital, Article, October 2026

What has changed is the composition of the board. Raper noted that Abercrombie did not nominate anyone for the board, that directors Dyson and Cheadle will depart after the AGM and that Rajeev Dhawan is set to become chair, all of which Raper described as positives. In Raper's assessment, the board that emerges should be as conflict-free as it has ever been, with its members mandated to maximise value for all shareholders.

How Humm got here

The turmoil began with a 58 cent proposal from chairman Andrew Abercrombie, which Collins St Asset Management described in December 2025 as opportunistic given its assessment of intrinsic value at 90 cents. Collins St then joined activist Jeremy Raper to seek board change. When Humm disclosed the board challenge, it also revealed an earlier non-binding proposal from Credit Corp at up to 77 cents, and Tamim Funds Management said it saw the activist push to remove the chair and three directors as a positive catalyst. Ryder Capital, by contrast, completed its exit in December 2025 after progressively selling on governance grounds.

In the March quarter, the Takeovers Panel ruled against the board and Abercrombie. Collins St reported that the Panel found unacceptable disclosures, no independent committee and tainted trading, ordered governance fixes, and required Abercrombie to surrender shares he bought after the Credit Corp announcement, a decision he has appealed. By June, NGE Capital reported that Credit Corp had lowered its proposal at the eleventh hour and that both control processes had failed to produce a binding offer, while the activist campaign succeeded in placing two nominees on the board as two incumbents, including Abercrombie, stepped down.

The break-up thesis

With a board free to act, managers have converged on a sum-of-the-parts outcome. Collins St said in June that the reconstituted board is actively considering strategic options, including asset sales, and estimated underlying asset value above 90 cents per share. NGE, which opened a position in June and has added every month since, argued a sale of the Commercial division is appealing because it negates the risk of the Commercial team leaving, offers synergies an acquirer might partly share with Humm holders, and would need only a majority shareholder vote, blunting Abercrombie's blocking stake.

Raper laid out the sequence he expects in October: New Zealand cards sold first as the cleanest asset after a record year, Commercial sold in an orderly fashion to a strategic owner, which he values at 70 cents or more per share on its own, Canada wound down or exited, and possibly Credit Corp re-engaged on the residual Consumer book. Raper also expects that a break-up could draw Abercrombie, who still holds around 30 per cent of the register, back to the table with a fresh bid.

A business priced below its book

Underneath the governance noise, managers argue the business is intact. Raper said NTA was 82 cents at 30 June, underlying EPS was 8.8 cents, and normalised earnings power is 8 to 10 cents once around A$19 million of irregular costs, such as legal, Panel and EGM expenses, stop recurring. He noted New Zealand cards had a record year, Ireland and the UK are growing and net interest margin rose. NGE described Commercial as a niche specialist asset finance business for SMEs with strong loan growth and low historical loss rates, though it expects weaker FY26 earnings as the economy slows.

NGE put Humm on a FY27 price to earnings multiple of around 6 to 7 times on its adjusted estimates, which it called deep value territory, and said “we think the shares offer an attractive risk-reward with a potential value catalyst on the horizon.” Raper, for his part, said the risk-reward now looks very different from where it stood before the activist campaign began.

We think the shares offer an attractive risk-reward with a potential value catalyst on the horizon.

— NGE Capital, Monthly Report, June 2026

The AGM and what comes after

The immediate test is the 20 November AGM. Raper has disclosed that he intends to vote in line with board recommendations on every resolution except a performance rights grant to the managing director, which he opposes as too loose, and that he will support the remuneration report to avoid a board spill that could unsettle a board he backs. Because Abercrombie can vote on director re-elections, Raper expects his roughly 30 per cent block to oppose the re-election of Dhawan and Garry Sladden, which makes turnout from other shareholders decisive. Raper also expects that director Andrew Darbyshire, who is the subject of complaints covered by a governance review being run by Gilbert + Tobin, will not remain on the board for long after the meeting.

Managers will watch the AGM outcome, whether the board moves on asset sales, and whether Abercrombie or Credit Corp returns. Raper's own expectation is that Humm is sold or broken up within 12 months, and that what holders need most now is an end to the noise and a return to normal service.