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HUMM GROUP LIMITED — Proxy Solicitation & Information Statement 2022
May 17, 2022
65078_rns_2022-05-17_64283896-bbfe-40b0-be7b-dfe5b51c8db7.pdf
Proxy Solicitation & Information Statement
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18 May 2022
Humm shareholders to vote on Humm Consumer Finance transaction
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Scheme meeting convened for resolutions related to the proposed sale of HCF
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Explanatory Booklet to be despatched to shareholders shortly
Transaction Update
Humm Group Limited ( Humm or the Company ) (ASX Code: HUM) refers to its announcement of 18 February 2022 that it had entered into a definitive agreement for the sale of Humm Consumer Finance business ( HCF ) ( HCF Sale ) to Latitude Group Holdings Limited ( Latitude ) for 150 million Latitude shares and $35 million cash.[1] As previously announced, Humm intends to distribute the sale proceeds to Humm shareholders via a proposed capital return ( Capital Return ).
Court has made orders convening Scheme Meeting
The distribution and transfer of the Latitude shares to Humm shareholders under the Capital Return is proposed to be facilitated by a scheme of arrangement between Humm and its shareholders ( Scheme ).
Late yesterday, the Federal Court of Australia made orders directing Humm to convene a meeting of Humm shareholders to consider and vote on the Scheme ( Scheme Meeting ). The Scheme Meeting, as well as the general meeting of Humm and its shareholders to consider and vote on resolutions seeking approval for the HCF Sale and proposed Capital Return and other ancillary resolutions ( General Meeting ) will be held on Thursday, 23 June 2022.
Importantly, none of the HCF Sale, Capital Return and distribution of Latitude shares to Humm shareholders are dependent on the Scheme being approved by Humm Shareholders.
Meetings to be held as hybrid meetings (virtual and physical)
The Scheme Meeting and the General Meeting will each be conducted as a hybrid meeting, with the physical venue being at MinterEllison, Level 40, Governor Macquarie Tower, 1 Farrer Place, Sydney, NSW and on an online platform that allows for remote participation.
The General Meeting will commence at 10:00am (AEST). The Scheme Meeting will commence at 10:30am (AEST) or as soon as reasonably practicable after the conclusion or adjournment of the General Meeting (whichever time is later).
1 Subject to customary completion adjustments.
humm group limited ACN 122 574 583 Level 1, 121 Harrington St, The Rocks, NSW 2000 Tel.+61-2-8905-2000
Explanatory Booklet to be despatched shortly
Information relating to the resolutions to be considered at the General Meeting and the Scheme Meeting including the notices convening the General Meeting and Scheme Meeting, information on how to participate in the hybrid meetings, as well as an independent expert's report, will be included in an Explanatory Booklet expected to be despatched to Humm's shareholders on or before Tuesday, 24 May 2022, following registration of the Explanatory Booklet by the Australian Securities and Investments Commission ( ASIC ).
A further announcement attaching the Explanatory Booklet will be made by Humm following registration of the Explanatory Booklet by ASIC.
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Authorised for release by the humm group Disclosure Committee.
Investor Contact
Media Contact
Craig Horlin - Group Head of FP&A Roger Newby – Domestique Consulting +61 2 8905 2000 +61 401 278 906 OR Lauren Thompson – Domestique Consulting +61 438 954 729
ABOUT HUMM GROUP
humm group is revolutionising the way people pay. humm group has developed some of Australia and New Zealand’s most exciting and accessible consumer finance products including humm , bundll , humm 90 and humm pro. humm group continues to design products around the core needs of financially savvy consumers spanning millennial spenders through to young families and SMEs. humm group facilitates purchases for over 2.7 million customers and operates in Australia, New Zealand, Ireland, the United Kingdom and Canada.
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