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Statutory Instruments

1991 No. 750

MONOPOLIES AND MERGERS

The Merger Situation (Stora/Swedish Match/Gillette) (Interim Provision) Order 1991

Made

20th March 1991

Laid before Parliament

20th March 1991

Coming into force

20th March 1991

Whereas the Secretary of State, in the circumstances specified in subsection (1) of section 73 of the Fair Trading Act 1973(1), has under consideration the making of an order under that section exercising powers specified in Schedule 8 to that Act for the purpose of remedying or preventing the adverse effects specified in a report of the Monopolies and Mergers Commission entitled “Stora Kopparbergs Bergslags AB/Swedish Match NV and Stora Kopparbergs Bergslags AB/The Gillette Company – a report on the merger situations”(2);

And whereas, in the opinion of the Secretary of State, the doing of the things specified in Articles 2 and 3 of this Order might impede the operation of the order which he has under consideration as aforesaid:

Now, therefore, the Secretary of State, in exercise of the powers conferred on him by sections 89(2) and (3)(a) and 90(3) of the said Act(3), and with a view to achieving the purpose for which the powers specified in paragraph 1 and 14 of Schedule 8 to the said Act are proposed to be exercised by the order which he has under consideration as aforesaid, hereby makes the following Order:

1.  This Order may be cited as the Merger Situation (Stora/Swedish Match/Gillette) (Interim Provision) Order 1991 and shall come into force at 1.00 pm on 20th March 1991.

2.  Gillette UK Limited shall not, in the United Kingdom or elsewhere–

(a)assign, transfer, surrender, or compound to or for the benefit of any other person any right or interest which it has or is entitled to in, under or in respect of–

(i)any share, stock or other interest in or in respect of Swedish Match NV (a company incorporated in The Netherlands) or the capital of that company, or

(ii)any agreement relating to any such share, stock or other interest, or

(b)agree to do any of the things mentioned in paragraph (a) above.

3.  Lustrasilk International UK Limited shall not, in the United Kingdom or elsewhere–

(a)assign, transfer, surrender or compound to or for the benefit of any other person–

(i)the whole or any part of any debt owed by the said Swedish Match NV, or

(ii)the benefit of the whole or any part of any such debt, or

(iii)any right or interest which it has or is entitled to in, under or in respect of any such debt or the benefit of any such debt, or

(b)forgive or accept any repayment of or in respect of the whole or any part of any such debt, or

(c)agree to do any of the things mentioned in paragraph (a) and (b) above.

John Redwood

Minister of State,

Department of Trade and Industry

20th March 1991

Explanatory Note

(This note is not part of the Order)

This Order prohibits Gillette UK Limited and Lustrasilk International UK Limited from doing things which might impede the operation of an order which the Secretary of State has under consideration for remedying or preventing the adverse effects specified in the Monopolies and Mergers Commission report on the mergers between enterprises of Stora Kopparbergs Bergslags AB and Swedish Match NV and between those enterprises and The Gillette Company (Cm. 1473, obtainable from Her Majesty’s Stationery Office).

Gillette UK Limited is prohibited from disposing, or agreeing to dispose, of any equity interest which it has in Swedish Match NV or any agreement relating to the equity of Swedish Match.

Lustrasilk International UK Limited is prohibited from disposing, or agreeing to dispose, of any interest which has in the indebtedness of Swedish Match, and from forgiving or accepting repayment of any debt owed to it by Swedish Match.

(2)

Cm. 1473.

(3)

Section 89(2) was amended by the Companies Act 1989 (c. 40), section 153 and Schedule 20, paragraph 15(2).