Unacceptable Circumstances Declaration Against Humm Group by the Takeovers Panel
Following the ongoing saga between Humm Group and Credit Corp, the Takeovers Panel has declared the situation as unacceptable circumstances. The announcement comes after Humm Group’s continuous efforts to dodge a takeover offer from Credit Corp since November. However, recent interactions have seen both parties sign a confidentiality agreement, with Humm granting Credit Corp access to a data room.
Non-Disclosure of Confidential Non-Binding Indicative Offer
The Panel acknowledges that ASX-listed companies, as part of their continuous disclosure obligations, might choose not to disclose the receipt of a confidential non-binding indicative offer. The Panel made this statement in a recent announcement.
However, the Panel emphasized that if a company decides to announce an approach from a potential bidder, the announcement should be void of misleading statements or omissions.
Misleading Statements in Humm’s Announcement
Upon reviewing Humm’s 17 December 2025 announcement, the Panel found several statements concerning the conditional, non-binding indicative offer from Credit Corp Group Limited (Credit Corp) to take over Humm were misleading. The statements were seen as contrary to efficient, competitive, and informed market ideals.
One significant omission that the Panel highlighted was the lack of disclosure on 21 November 2025. On this date, Humm’s board, under Chairman Mr. Abercrombie, decided against creating an independent board committee in relation to the Credit Corp Proposal. However, this decision was not made public in their December announcement.
Unacceptable Conduct and Share Acquisitions
The Panel further criticized the conduct of Humm’s board for failing to engage substantively with the Credit Corp Proposal. This behavior was deemed unacceptable, especially considering Humm’s previous assurances to the market on 17 December 2025 and 14 January 2026, which indicated their willingness to engage with the proposal.
Moreover, the Panel found Mr. Abercrombie’s acquisitions of 3% of Humm shares immediately after the 17 December 2025 announcement to be inappropriate. The acquisitions raised concerns about potential conflicts of interest and market manipulation.
Next Steps for the Panel
The Panel is still deliberating on the final orders to be imposed. The details of the final orders, if any, remain to be determined.
This case serves as a reminder for all companies to ensure transparency and openness in their dealings, especially when it involves matters of public interest. Misleading statements and omissions can lead to a loss of trust, legal repercussions, and damage to the company’s reputation.
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