Andrew Wylie leads exodus on Humm board after rift with Andrew Abercrombie

Shareholders had called for the chair to resign following the collapse of the sale of its buy now, pay later business to Latitude.

Humm chair Christine Christian is facing calls to resign following the collapse of its deal with Latitude. Picture: Daniel Pockett

Humm chairman Christine Christian will quit the board as part of a broader exit of directors opposed to the company’s largest shareholder Andrew Abercrombie.

After days of escalating anger and accusations of fault following the collapse of a deal to sell Humm’s buy now, pay later business to Latitude Financial, Ms Christian on Wednesday said she would quit once a replacement had been found.

Businessman John Wylie and another director, Alistair Muir, will quit immediately.

Ms Christian will leave alongside Carole Campbell and Rajeev Dhawan – leaving Mr Abercrombie as the only remaining director.

“The events leading to the termination of the proposed sale of Humm consumer finance to Latitude have caused the majority directors ... to conclude that they cannot remain on the board of directors with Andrew Abercrombie,” the company said.

The exit of the Humm board came hours after Ms Christian accused the company’s largest shareholder, Andrew Abercrombie, of privately demanding a vote on the bungled plan to sell its buy now, pay later business be canned – despite publicly opposing the move.

The significant deterioration in the relationship between the chairman and Mr Abercrombie, who remains a director, comes as shareholders begin to push for Ms Christian’s departure.

On Tuesday, Melbourne businessman Andrew Darbyshire – understood to hold a little under 1 per cent of the company’s shares – accused the Humm board of engaging in a “scaremongering campaign” in the run-up to the shareholder vote, which had been scheduled for this week before the deal was scuttled on Friday.

“I understand that Latitude could not walk away without agreement from the Humm board, so why did you expose the majority directors to a class action by doing so,” Mr Darbyshire wrote in a letter to Ms Christian, seen by The Australian.

“We, the shareholders, didn’t even get a chance to have our final say with the Majority Directors deciding to release Latitude from a binding agreement, after expending hundreds if not millions of dollars on an underpriced deal,” he added.

Another shareholder said he expected Humm’s majority directors, led by Ms Christian, to be gone by the end of the week.

“For the good of the company, they should just resign now. They played their hand and I don’t think it’s in anyone’s best interest for them to stick around.

“If they do decide to stick around, then very clearly there’s going to be a board spill proposed and I don’t expect they’d have much support from any shareholder.”

In the wake of steep share price declines last week, Humm and Latitude on Friday announced that they had mutually agreed to terminate the proposed sale.

This was followed by a statement from Ms Christian on Sunday accusing Humm major shareholder and former chairman Andrew Abercrombie, who opposed the deal, of “deceitful and … destructive corporate play”.

In a letter to shareholders late on Tuesday, Ms Christian said the majority of directors had “acted in the best interests of shareholders at all times and sought to secure outcomes which would improve shareholder value”. There had been a “substantial” fall in the value of the company in the last decade, she wrote, during the time Mr Abercrombie “has been on the board, the company’s largest shareholder, and for a substantial period of which also the chair”.

“I am proud the majority directors have been prepared to act to secure these outcomes despite

multiple aggressively worded private threats of legal action against us personally from Andrew

Abercrombie,” her letter reads. “Shareholders should be aware that one such letter included an instruction that the Latitude offer should be withdrawn from being put to shareholders for a vote, which would have denied shareholders the democratic right to vote on a transaction, essentially because he alone disagreed with it.”

Mr Abercrombie this week said Ms Christian and the Humm board had “denied them the opportunity to vote (against the deal) by letting Latitude off the hook”.

The hefty criticism of Ms Christian and other directors comes after broker Macquarie downgraded Latitude on following the collapse of the deal.

The takeover, which would have seen Latitude purchase Humm for 150 million shares and a $35m cash payment, received fierce opposition from shareholders: of the 50 per cent of shares that had been voted by Thursday evening – the night before the deal was pulled – 78 per cent were against the sale.

Humm shares rose 2.5c, or 5 per cent, to close at 52c. They have fallen almost 25 per cent in the last five days alone.