TOV:HUM-Reason Panel didn't consent to Undertaking variation

• Panel refused to consent to Humm Group's request to change IBC Chair
• Concerns over lack of notice and undisclosed financial relationships
• Humm's process to select new IBC Chair was questioned

The Takeovers Panel decided not to consent to Humm Group Limited's request to vary its Undertaking by replacing Ms. Teresa Dyson with Mr. Rajeev Dhawan as Chair of the independent board committee (IBC). The Panel noted that the Undertaking was provided to avoid a declaration of unacceptable circumstances related to insider participation and conflicts of interest. Although Humm had concerns about not appointing an independent recruitment consultant, the Panel decided not to enforce that aspect. The Panel also expressed concerns over Humm's process to select Mr. Dhawan, including undisclosed financial relationships and lack of consultation.