• Humm failed to disclose relevant information to the Takeovers Panel prior to offering an undertaking
• The Panel did not consent to the withdrawal of an undertaking item
• The Panel made a declaration of unacceptable circumstances in relation to Humm's affairs

The Takeovers Panel accepted an undertaking from Humm Group Limited (Humm) on the issues of insider participation and management of conflicts of interest. However, the Panel found that Humm did not inform the Panel of matters which were directly relevant to the Panel's decision to accept the undertaking. Specifically, Humm did not inform the Panel that the Humm board had already decided to engage a recruitment consultant to assist with the process of appointing an independent director, and that this decision was made by the board including Mr Abercrombie. The Panel considers that Humm should have made appropriate disclosures to the Panel and sought confirmation that the Panel did not object to the recruitment consultant who had been engaged. The Panel decided not to consent to Humm's request to withdraw the relevant undertaking item. However, the Panel noted the statements provided by the two new independent directors confirming their independence, and decided not to take further action against Humm at that time. The Panel also noted that Humm did not adequately disclose information about the proposed appointment of its CEO, Mr Demasi, to the Humm board. The Panel previously made a declaration of unacceptable circumstances in relation to the acquisition of shares in Humm by entities associated with Mr Abercrombie and misleading statements made by Humm.